S-11 1 a2210969zs-11.htm S-11

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on September 11, 2012

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES



Silver Bay Realty Trust Corp.
(Exact name of registrant as specified in its charter)



601 Carlson Parkway, Suite 250
Minnetonka, Minnesota 55305
(612) 629-2484

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



David N. Miller, President and Chief Executive Officer
Silver Bay Realty Trust Corp.
601 Carlson Parkway, Suite 250
Minnetonka, Minnesota 55305
(612) 629-2484

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Karen A. Dempsey
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, California 94105
Tel: (415) 773-5700
Fax: (415) 773-5759
  David J. Goldschmidt
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Tel: (212) 735-3000
Fax: (212) 735-2000



Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

         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. o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. 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):

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

CALCULATION OF REGISTRATION FEE

 
Title of Each Class of Securities
to be Registered

  Proposed maximum
aggregate offering
price(1)

  Amount of
registration fee(1)

 
Common Stock, $0.01 par value per share   $287,500,000   $32,948
 
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes shares of common stock that may be purchased by the underwriters solely to cover over-allotments, if any.

         The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission acting pursuant to Section 8(a) may determine.

   


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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale thereof is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2012

             Shares

GRAPHIC

Common Stock



        Silver Bay Realty Trust Corp. is a newly organized Maryland corporation focused on the acquisition, renovation, leasing and management of single-family properties for rental income and long-term capital appreciation.

        This is our initial public offering and no public market currently exists for our common stock. We are offering                           shares of our common stock as described in this prospectus. All of the shares of common stock offered by this prospectus are being sold by us. We expect the initial public offering price of our common stock to be between $             and $             per share. We intend to apply to have our common stock listed on             under the symbol "             ."

        We will be externally managed by PRCM Real Estate Advisers LLC, or our Manager. As described more fully herein, our Manager is a joint venture of Pine River Domestic Management L.P., or Pine River, and Provident Real Estate Advisors LLC, or Provident, private capital management firms. An affiliate of Pine River also serves as the external manager of Two Harbors Investment Corp., or Two Harbors [NYSE: TWO], a publicly traded real estate investment trust, or REIT.

        Concurrently with the closing of this offering, we plan to complete formation transactions pursuant to which we expect to acquire entities that own portfolios of single-family properties from Two Harbors and from entities managed by Provident, or the Provident Entities. In exchange, Two Harbors will receive approximately         % of our total fully diluted outstanding common stock and the holders of interests in the Provident Entities, or the Prior Provident Investors, will receive, in the aggregate, a combination of shares of our common stock and common units in our operating partnership redeemable for shares of our common stock on a one-for-one basis, which together represent approximately         % of our fully diluted outstanding common stock and $             in cash (based on an assumed offering price of $             per share, which is the midpoint of the price range indicated above). Two Harbors anticipates that it will, subject to approval of its board of directors and in compliance with applicable securities laws, distribute the shares of our common stock to its common stockholders by means of a special dividend to Two Harbors common stockholders no earlier than the expiration of a 90-day lock-up period following the completion of this offering.

        We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes. To assist us in qualifying as a REIT, stockholders are generally restricted from owning more than 9.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common or capital stock without the prior consent of our board of directors. In addition, our charter contains various other restrictions on ownership and transfer of our common stock. See "Description of Capital Stock—Restrictions on Ownership and Transfer."

        We are an "emerging growth company" under the federal securities laws. See "Risk Factors" beginning on page 17 of this prospectus for a discussion of factors you should consider before buying shares of our common stock.



 
  Public Offering Price   Underwriting Discounts
and Commissions
  Proceeds to
Issuer
 
Per Share   $     $     $    
Total   $     $     $    

        We have granted the underwriters the right to purchase up to                           additional shares of our common stock from us at the initial public offering price, less the underwriting discount, within 30 days after the date of this prospectus to cover over-allotments, if any.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        The shares of common stock sold in this offering will be ready for delivery on or about                           , 2012.



Credit Suisse



   

Prospectus dated                           , 2012


Table of Contents

GRAPHIC



TABLE OF CONTENTS

PROSPECTUS SUMMARY

    1  

RISK FACTORS

    17  

FORWARD-LOOKING STATEMENTS

    46  

USE OF PROCEEDS

    47  

DISTRIBUTION POLICY

    48  

CAPITALIZATION

    49  

DILUTION

    50  

SELECTED FINANCIAL AND OTHER DATA

    51  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    53  

INDUSTRY OVERVIEW AND MARKET OPPORTUNITY

    63  

BUSINESS AND PROPERTIES

    71  

MANAGEMENT

    85  

OUR MANAGER AND THE MANAGEMENT AGREEMENT

    97  

STRUCTURE AND FORMATION OF OUR COMPANY

    104  

PRINCIPAL STOCKHOLDERS

    109  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    110  

DESCRIPTION OF CAPITAL STOCK

    112  

SHARES ELIGIBLE FOR FUTURE SALE

    117  

CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OUR CHARTER AND BYLAWS

    120  

THE OPERATING PARTNERSHIP AND THE PARTNERSHIP AGREEMENT

    127  

U.S. FEDERAL INCOME TAX CONSIDERATIONS

    138  

ERISA CONSIDERATIONS

    157  

UNDERWRITING

    160  

NOTICE TO CANADIAN RESIDENTS

    163  

LEGAL MATTERS

    166  

EXPERTS

    166  

WHERE YOU CAN FIND MORE INFORMATION

    166  

APPENDIX

    167  

GLOSSARY

    171  

INDEX TO FINANCIAL STATEMENTS

    F-1  



        You should rely only on the information contained in this prospectus, or in any free writing prospectus prepared by us or information to which we have referred you. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in these documents. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

Dealer Prospectus Delivery Requirement

        Until                , 2012 (25 days after the date of this prospectus), all dealers that effect transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


Market, Industry and Other Data

        Unless otherwise indicated, information contained in this prospectus concerning the housing industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made that are based on those data and other similar sources and on our knowledge of the residential real estate market. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe our market position, market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise.

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PROSPECTUS SUMMARY

        This summary highlights some of the information in this prospectus. It does not contain all of the information that you should consider before investing in our common stock. You should read carefully the more detailed information set forth under "Risk Factors" and the other information included in this prospectus. Except where the context suggests otherwise, the terms "Silver Bay," "company," "we," "us," and "our" refer to Silver Bay Realty Trust Corp., a Maryland corporation; Silver Bay Operating Partnership, L.P., a Delaware limited partnership, the subsidiary through which we will conduct our business and which we refer to as the "Operating Partnership"; Two Harbors Property Investment LLC, which we refer to as "Two Harbors Property" or our "Predecessor"; Polar Cactus LLC, Polar Cactus LLC II, Cool Willow LLC, Provident Residential Real Estate Fund LLC and Resi II LLC, which we refer to collectively as the "Provident Entities"; and our other consolidated subsidiaries after giving effect to the formation transactions described herein. "Our Manager" refers to PRCM Real Estate Advisers LLC, a Delaware limited liability company, our external manager, and, unless the context otherwise requires, Silver Bay Property Corp., a Delaware corporation and a wholly owned subsidiary of PRCM Real Estate Advisers LLC. Unless indicated otherwise, the information in this prospectus assumes (1) the common stock to be sold in this offering is sold at $            per share, the midpoint of the price range indicated on the cover page of this prospectus, and (2) the underwriters do not exercise their over-allotment option to purchase up to an additional            shares of our common stock.

Our Company

        Silver Bay Realty Trust Corp. is a newly organized Maryland corporation focused on the acquisition, renovation, leasing and management of single-family properties. We generate virtually all of our revenue by leasing our portfolio of single-family properties and, from this revenue, expect to pay the operating costs associated with our business and any distributions to our stockholders. Our principal objective is to generate attractive risk-adjusted returns for our stockholders over the long term, primarily through dividends and secondarily through capital appreciation. We seek to establish a reputation as a good landlord to our tenants and a good neighbor in the communities where we operate. We believe that we can achieve economies of scale and develop a valuable consumer brand and that we are well positioned to be a market-leading firm in the single-family rental industry.

        We intend to elect and qualify to be taxed as a REIT for U.S. federal tax purposes. We are externally managed by PRCM Real Estate Advisers LLC and will rely on our Manager to provide or obtain on our behalf the personnel and services necessary for us to conduct our business as we have no employees of our own.

        Concurrently with this offering, we plan to complete a series of formation transactions, or the Formation Transactions, through which we will acquire our initial portfolio of single-family properties, or our Initial Portfolio, from Two Harbors Investment Corp., or Two Harbors, and the owners of the membership interests of entities managed by Provident Real Estate Advisors LLC, or Provident. The properties in our Initial Portfolio were acquired between 2009 and the date of this prospectus and are located in Arizona, California, Florida, Georgia and Nevada. As of August 31, 2012, the Initial Portfolio consisted of approximately 2,250 single-family properties.

        We intend to continue acquiring single-family properties located in our target markets through a variety of acquisition channels, including foreclosure auctions, online auctions, multiple listing services, or MLS, short sales and bulk purchases from institutions or investor groups disposing of portfolios of real estate owned by them. Upon completion of this offering, we will have approximately $             million in cash available for further acquisitions and working capital and we will have no outstanding indebtedness.

 

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Our Manager

        Our Manager was formed in December 2011 as a joint venture between Pine River Domestic Management L.P., or Pine River, which is an affiliate of both Pine River Capital Management L.P. and the external manager of Two Harbors, and Provident. Our Manager was established with the mission of providing institutional capabilities in single-family property acquisition, renovation, management and leasing to an industry that has traditionally been fragmented in both its ownership and operations. Our Manager currently provides property management and acquisition services to Two Harbors Property Investment LLC, or Two Harbors Property, a subsidiary of Two Harbors, and property management services to the Provident Entities.

        Pine River and Provident have experience and expertise in our business and related fields. Provident, a private capital management firm based in Minnesota, has been engaged in the acquisition, renovation, management and leasing oversight of a portfolio of predominantly single-family properties since 2009. Between 2009 and 2012, Provident raised approximately $92.4 million with which it acquired approximately 880 properties in Arizona, Florida, Georgia and Nevada. Provident acquired these properties through five private limited liability companies for which it serves as the managing member. We refer to these limited liability companies as the Provident Entities and expect to acquire them in the Formation Transactions. The Provident Entities are no longer raising additional funds or acquiring additional properties.

        In building and managing its portfolio, Provident developed a network of vendors, service providers and third-party property managers along with institutional knowledge related to the acquisition and management oversight of single-family properties. Our Manager has benefited from these relationships and experience by, where prudent, further developing relationships with third parties previously engaged by Provident. Our Manager has also sought to institutionalize the experience of Provident by hiring key members of its management team who have played important roles in the acquisition and management of Provident's portfolio. These relationships and personnel provide us with access to a base of knowledge and experience and a services infrastructure related to the acquisition, renovation, leasing and management of single-family properties across multiple markets.

        Pine River is a global asset management firm with institutional capabilities in managing new ventures, risk management, compliance and reporting. With more than $9.0 billion in assets under management as of June 30, 2012, Pine River has valuable industry and analytical expertise, extensive long-term relationships in the financial community and established fixed-income, mortgage and real estate investment experience. In addition, Pine River's experience in launching and managing Two Harbors, a public mortgage REIT, provides us with knowledge, expertise and experience in managing Silver Bay as a public REIT.

        In the first quarter of 2012, Two Harbors Property began acquiring a portfolio of single-family residential properties to rent for income and to hold for investment. As of June 30, 2012, Two Harbors Property had purchased approximately 700 single-family properties in Phoenix, Tampa, Atlanta, Las Vegas, Tucson, Orlando and Northern and Southern California, at a total cost of approximately $71.8 million. In each of July and August 2012, it purchased more than 300 properties. As of August 31, 2012, Two Harbors Property had purchased approximately 1,370 single-family properties at a total cost of approximately $150.0 million. Two Harbors Property continues to acquire properties and recently expanded its target markets to include Charlotte, North Carolina.

        Our Manager's headquarters are located in Minnetonka, Minnesota, and its operating subsidiary has offices in Phoenix, Arizona, Atlanta, Georgia, Las Vegas, Nevada, Northern and Southern California and Charlotte, North Carolina. Since its formation, our Manager has made significant investments to assemble acquisition and property management teams in our target markets. Our Manager's operating subsidiary currently has more than 50 employees and is a fully licensed real estate broker in the markets where we operate. Our Manager has also made significant investments in a

 

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technology infrastructure, building proprietary valuation models and other analytical tools in order to assess market opportunities and our portfolio as a whole, and is developing customized technology to more efficiently acquire and manage properties and provide a high level of customer service to tenants.

Market Opportunity

        The large-scale single-family residential rental industry is relatively new in the United States. Until recently, this industry has been fragmented in both its ownership and operations, consisting primarily of private and individual investors in local markets and managed by local property managers. We believe that recent turbulence in U.S. housing and mortgage markets has created a unique opportunity to launch a large-scale endeavor as a result of three key factors: housing prices in certain markets at a significant discount to replacement cost; availability of large quantities of single-family properties at these distressed prices; and strong demand from tenants for single-family rental properties. We believe these factors present a compelling entry point and opportunity to accumulate a large portfolio of properties at attractive prices and to lease them to qualified tenants for attractive yields.

        We view the single-family rental business as a long-term opportunity that is sustainable through economic cycles. At this point in the cycle, we believe that disciplined growth through acquisitions is the most critical component of this opportunity and that Silver Bay is strategically positioned to continue amassing a portfolio of single-family properties in targeted markets. While single-family properties may not always be as inexpensive to acquire as they currently are, we believe our strategy of building our portfolio and developing operational capabilities now will create a cash flow-generating asset base that will increase in value over time. As the housing market recovers and the cost of residential real estate increases, so should the underlying value of our assets. We believe that rental rates will also increase in such a recovery due to the strong correlation between home prices and rents. According to data reported by the U.S. Census Bureau, since 1988 the correlation between the U.S. median asking rent and the U.S. median asking home sales price was over 92%. This trend also leads us to believe that the single-family residential asset class will serve as a natural hedge to inflation and adds to the total return opportunity. As a result, we believe we are well positioned for the current economic environment and for a housing market stabilization and recovery.

Supply of Single-Family Rental Properties

        Establishment of a large-scale single-family property rental operation requires a significant supply of properties at prices that allow an investor to generate what it perceives to be an attractive yield from rental operations. The current dislocation in the housing market has created a large inventory of properties available for acquisition through real estate owned, or REO, purchases, foreclosures and short sales. These distressed properties generally sell at a discount to comparable non-distressed properties, and we believe that these types of properties will be the primary source of single-family rental homes in the coming years.

Single-Family Property Rental Market

        Single-family rental property has been an attractive investment class for many years due to its ability to generate a relatively stable income stream, accompanied by the potential for capital appreciation. According to John Burns Real Estate Consulting, single-family rental properties represent approximately one-third of the renter-occupied units in the United States, yet larger institutional investors have not historically owned portfolios of single-family properties and have instead focused on portfolios of medium to large sized multifamily properties. This has left smaller, local investors as the predominant owners of portfolios consisting of single-family and smaller multifamily properties. Recently, however, the acquisition and management of single-family properties has attracted significant interest from larger investors. We believe this interest has grown and will continue due to the

 

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significant number of homes available at attractive prices and due to investor expectations regarding the ability to generate attractive rental yields.

Demand for Single-Family Rental Housing

        We believe that the recent state of the housing market, which has displaced many homeowners and kept others from purchasing homes due to tighter credit standards, has contributed to conditions that will lead to increased demand for single-family rentals driven largely by an increase in demand in the general rental market.

        Rentals as a percentage of the total housing market are increasing while the percentage of owned homes is decreasing, despite improved affordability of homeownership due to low mortgage rates and housing prices. This shift from homeownership to renting is the result of multiple factors, and we believe that the trend is strong and sustainable. Many previous homeowners are now being forced to rent because of the effect of foreclosure, short sales and other issues on their credit records. Stricter lending standards have made it more difficult for individuals to obtain loans to purchase homes. Others who might have purchased houses in the past have decided not to do so at this time due to loss of equity in their prior or current home, to maintain geographic job flexibility or because of a lack of confidence in the labor market.

        We expect that the residential rental market will continue to grow, driven in significant part by distressed owners who are displaced and converted to renters, and that many displaced homeowners will prefer to live in single-family rentals with similar characteristics and amenities to their former houses. Single-family rental properties have advantages over apartments, where smaller spaces, shared amenities and the proximity of neighbors may be less desirable. A displaced household with school-aged children, for example, may seek a rental home in the same area, to avoid having to change schools. We believe that many of these households will welcome the opportunity to rent a house from a professionally managed, financially stable, name-brand company.

        In addition to the increased demand from displaced homeowners, we believe a rise in household formations would also drive demand for housing, including single-family rentals. There has been a significant decline in household formation since 2007, a trend that we believe has been caused primarily by young adults remaining or temporarily moving in with their parents because of difficult economic times. We believe that as the economy improves and the housing market stabilizes, household formations will increase as those same young adults seek independent dwellings.

Our Strengths

        We believe the following strengths will provide us with a significant competitive advantage in implementing our business strategy:

Existing Portfolio of Single-Family Residential Rental Properties

        As part of the Formation Transactions and upon completion of this offering, we expect to acquire a cash-generating portfolio of over            single-family rental properties. Because the majority of this portfolio was originally acquired through use of the same acquisition infrastructure we will use following the offering, it demonstrates our Manager's ability to identify target markets that meet our criteria for depressed home prices and strong rental demand, to deploy significant amounts of capital in our target markets to achieve scale in a given market and to successfully execute our business strategy. We believe that the experience gained in acquiring this portfolio will allow us to continue to build our portfolio in an efficient manner.

 

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Multi-Channel Acquisition Platform Supported by a Disciplined and Proven Acquisition Strategy

        Over the last three years, our Manager has developed expertise in the single-family housing market, invested in significant infrastructure and established many industry relationships, which together provide us with an institutional platform for our institutional single-family rental business. Our Manager has also developed proprietary systems and tools that allow us to efficiently screen target properties for those investments that meet our acquisition criteria. These tools and infrastructure are important because they enable us to effectively use multiple channels for our property acquisitions, including foreclosure and online auctions, MLS listings and bulk purchases. As evidenced by our Initial Portfolio and recent acquisition track record, this multi-channel acquisition infrastructure allows us to quickly and efficiently accumulate significant numbers of properties in one or multiple transactions.

        Our acquisition strategy couples our multi-channel acquisition infrastructure with a disciplined property selection process. This property selection process begins with a broad-based market assessment of various housing markets to identify attractive markets and investment opportunities. We then utilize various assumptions when valuing prospective properties and continually review and adjust them to incorporate new market data and trends. We seek properties that meet our investment criteria, and we do not make purchases for the sole purpose of deploying capital at predetermined speeds. We believe this disciplined approach will help us avoid overpaying for properties and allow us to focus on the best return opportunities. We ultimately only make offers on a small percentage of the assets that we analyze, research and submit bids on. Current valuations in our target markets should permit us to effectively use our disciplined property acquisition strategy while maintaining adequate capital deployment rates. In addition, we believe that our strategy of investing in multiple markets gives us flexibility to deploy capital and helps diversify our portfolio and mitigate risk and overexposure to any single market.

Established and Scalable Maintenance and Property Management Infrastructure

        We believe that our Manager's centralized property management and monitoring infrastructure, combined with local personnel located in our target markets, enables us to provide an institutionalized approach to managing a geographically diverse portfolio of single-family properties. Our Manager manages our portfolio through a well-developed local market infrastructure, which includes its own offices and personnel, as well as the use of third-party managers, where appropriate. Our Manager's network of local industry relationships with third-party acquisition and property managers, contractors, agents and maintenance experts complements its internal expertise and allows it to provide a full suite of property management services. Our Manager's leasing operations also utilize a wide spectrum of marketing, tenant sourcing and leasing techniques from traditional newspaper ads and yard signage to online social media and website marketing to lease our properties to qualified tenants following stabilization and upon vacancy. Additionally, as part of our post-leasing and ongoing property management activities, our Manager's local teams will be involved in periodic site visits to monitor the use of our assets, to ensure compliance with homeowners' association rules and regulations and to demonstrate our commitment to provide superior single-family rental homes and service to our tenants.

Experienced Management Team Supported by Analytics, Research and Housing Market Expertise

        Our senior management team and that of our Manager includes individuals with decades of experience in the real estate and housing finance markets. Throughout their careers, these executives have managed various real estate-related businesses and executed structured real estate and financing transactions through multiple market cycles. In addition, Pine River has demonstrated a strong track record managing Two Harbors, a public REIT focused on acquiring and managing billions of dollars of residential mortgage-backed securities and other real estate related assets. For more information, see "Our Manager and Management Agreement—Historical Performance of Two Harbors."

 

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        Our management team is supported by an extensive real estate finance analytical infrastructure developed by Pine River, from which we and our stockholders will benefit. Our Manager has also begun to assemble an analytics/technology platform that will enable us to take a quantitative approach to efficiently manage a significant portfolio of single-family rental homes. Our Manager has developed several proprietary tools including an automated valuation model, auction bidding technology and a database to track the status of our assets across our markets. The analytics platform is intended to monitor the portfolio and individual properties on a real-time basis, and to monitor publicly available data in each market to compare our portfolio's rent and occupancy statistics among our target markets and to those of the greater market. Gathering and analyzing real-time information such as single-family rental demand, inventory of homes, leasing rates and other data in our markets will allow us to run our business more efficiently.

        We will also use our Manager's technology to provide high quality tenant services and believe it will eventually help us dispatch maintenance staff to service calls quickly and efficiently. We believe that technology is a critical component of our execution capabilities and it will enable us to scale our capabilities across multiple markets.

Commitment to Providing Institutional Platform and Excellence to Single-Family Residential Rental Market

        The single-family residential rental market has historically been fragmented in both ownership and operations. We believe there is an attractive opportunity for an integrated institutional platform devoted to professionally managing a portfolio of single-family rental properties on a large-scale basis across multiple markets. Our strategy revolves around providing high quality institutional services to our rental tenants similar to that found in the multifamily sector. Our Manager is creating operations within each of our target markets that focus on customer service, maintenance, leasing, marketing and other services. We will strive to ensure a consistently high level of service and to standardize our best practices to provide customer satisfaction and to further develop our brand. We believe that over time, tenants will want to rent homes from an established institutional manager from which they can expect to receive high-quality services and homes.

General Business Strategy and Growth Opportunities

        Our strategy is to acquire, renovate, lease and manage single-family residential properties located in markets with an oversupply of properties available at attractive prices that also exhibit favorable demographics, positive long-term economic trends and solid rental demand. Our target markets are Phoenix, Tampa, Atlanta, Las Vegas, Tucson, Orlando, Northern and Southern California and Charlotte. We continue to evaluate and monitor new markets. We acquire properties with the goal of generating rental income by leasing our properties at attractive yields to qualified tenants.

        We intend to hold our properties over the long term. Although we may consider the opportunistic disposition of assets, we have no pre-set investment horizon that would require their sale. As a long-term investor, we seek to align our interests with those of local communities in which our properties are located. We recognize that the opportunities we intend to pursue in the residential real estate market result in part from great strains on the local communities caused by falling home prices, foreclosed and distressed properties, neglected and abandoned homes and a glut of relatively inexpensive housing inventory. We believe that our focus on renovating and maintaining the physical quality of our homes and our desire to keep rent-paying tenants in houses offers the best solution to maintaining property values and the quality of the neighborhoods in which we invest. We also believe that our strategy will help to improve the balance and stability of communities that have suffered steep home price declines, and that by acquiring foreclosed, distressed properties, we will help clear excess inventory while making those communities more attractive.

 

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Our Process

        We employ a top-down selection process in our investment strategy. We start by identifying what we believe are the most attractive markets in the country for developing a single-family rental business, conducting extensive research and analysis on existing and potential target markets in order to fully evaluate existing and future housing dynamics. We believe our initial target markets provide ample opportunity for growth while allowing flexibility in deploying capital. We also incorporate local knowledge of communities and subdivisions in order to understand the fundamentals of the housing markets in which we operate. We have developed a regional market infrastructure with personnel working and residing in our current target markets who have extensive knowledge of those markets and broad relationships across various constituencies. We believe that this centralized, integrated institutional platform with a strong local presence and an ability to scale is critical to success in the single-family residential rental business.

        To help standardize acquisitions and to grow our business, our Manager has also developed technology and criteria to guide our property selection process. After we have identified a property as fitting our acquisition criteria, we employ a rigorous underwriting process that involves physical inspections whenever possible and a review of the state of title on the property. Our Manager has built a proprietary database specifically designed to help with the underwriting, closing, and documentation processes. In addition, our Manager's ability to navigate local markets and state-specific laws and regulations on property acquisitions and rentals helps us scale our business and expand it in an efficient manner.

        We believe we can differentiate ourselves from most other managers in our target markets by continuing our drive to institute a quality and consistency of customer service, maintenance, leasing, marketing and other services. The single-family rental business requires hands-on asset management capabilities and an integrated infrastructure in order to address a large-scale portfolio that is geographically dispersed. Our Manager is focused on the full spectrum of the property management process, engaged in all required activities from the moment a property is identified and acquired, through obtaining possession, renovation, marketing, tenant identification and screening, leasing, rent collections, tax and homeowners' association disbursements and ongoing property maintenance. We believe we will be able to realize economies of scale through a superior technological platform and increasing portfolio size that will benefit investors by improving our expense ratios while providing institutional compliance, risk management and transparent reporting.

Investment Guidelines

        Prior to the completion of this offering, our board of directors will adopt general investment guidelines and from time to time, as it deems appropriate or necessary, will review our investment portfolio and our compliance with our investment guidelines. These investment guidelines may be changed or waived from time to time by our board of directors (which will include a majority of independent directors) without the approval of our stockholders, and although we are not required to, we intend to disclose any such changes or waivers to our investments guidelines in the periodic reports we file with the SEC.

Use of Leverage

        To date, all of our properties have been purchased from equity capital, and we have no outstanding indebtedness. However, we may use leverage to increase potential returns to our stockholders in the future. Our decision to use leverage will be based on our Manager's assessment of a variety of factors, including the anticipated liquidity and price volatility of the assets in our investment portfolio, the cash flow generation capability of assets, the availability of credit on favorable terms, any prepayment penalties and restrictions on refinancing, the credit quality of our assets and our outlook

 

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for borrowing costs relative to the unlevered yields on our assets. Our decision to use leverage will be at our Manager's discretion and will not be subject to the approval of our stockholders. We are not restricted by our governing documents in the amount of leverage that we may use. We may, however, be limited or restricted in the amount of leverage we may employ by the terms and provisions of any financing or other agreements that we may enter into in the future.

Formation Transactions

        Concurrently with this offering, we plan to complete the Formation Transactions, through which we expect to acquire over         single-family properties from Two Harbors and the Prior Provident Investors. This portfolio of properties was acquired between 2009 and the date of this prospectus and is located in Arizona, California, Florida, Georgia and Nevada. Upon completion of this offering we will have approximately $             million in cash available for working capital and further acquisitions and we will have no outstanding indebtedness.

        Following the completion of this offering and the Formation Transactions, substantially all of our assets will be held by, and our operations will be conducted through, Silver Bay Operating Partnership L.P., or the Operating Partnership, a Delaware limited partnership of which we are the "Special Limited Partner." Our wholly owned subsidiary, Silver Bay Management Corp., or the General Partner, as the sole general partner of the Operating Partnership, will generally have the exclusive power to manage and conduct the business and affairs of the Operating Partnership, subject to certain limited approval and voting rights of the limited partners, which are described more fully herein.

Two Harbors Transactions

        As of June 30, 2012, Two Harbors owned a portfolio of approximately 700 single-family properties through its wholly owned subsidiary, Two Harbors Property. Two Harbors Property will continue to acquire properties until the completion of this offering, and as part of the Formation Transactions, Two Harbors will transfer and assign all of the membership interests of Two Harbors Property to the Operating Partnership in exchange for            shares of our common stock.

Provident Transactions

        The following entities managed by Provident Real Estate Advisors LLC, or Provident, own a portfolio of approximately 880 single-family properties: Polar Cactus LLC, Polar Cactus II LLC, Cool Willow LLC, Provident Residential Real Estate Fund LLC and Resi II LLC, which we refer to collectively as the Provident Entities. The Provident Entities are currently owned by private investors, or the Prior Provident Investors.

        We expect to acquire each of the Provident Entities in one of two ways. The Prior Provident Investors who hold membership interests in Polar Cactus LLC, Polar Cactus II LLC and Cool Willow LLC will transfer and assign all of their membership interests to a subsidiary of the Operating Partnership. Provident Residential Real Estate Fund LLC and Resi II LLC will enter into merger agreements with wholly owned merger subsidiaries of ours, and these two Provident Entities will survive as wholly owned, indirect subsidiaries of the Operating Partnership.

        In exchange for their interests in the Provident Entities, each of the Prior Provident Investors will receive shares of our common stock, common units of the Operating Partnership or cash, depending upon such Prior Provident Investor's election.

 

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Lock-Up of Two Harbors and Provident Shares and Partnership Interests

        Following the completion of this public offering and the closing of the Formation Transactions, Two Harbors and certain Prior Provident Investors will hold shares of our common stock representing approximately        % of the total shares outstanding. These shares will be subject to a lock-up period of 90 days following the completion of this public offering, other than shares that are issued or distributed to our directors or officers, which will be subject to a 180-day lock-up. During the applicable lock-up period, the holders of the shares will not be able to transfer or sell their shares, subject to certain limited exceptions.

        The Prior Provident Investors who elect to receive common units of the Operating Partnership will be subject to limitations on their ability to sell or transfer their common units for one year following completion of this public offering. After expiration of the one-year lock-up period, these investors will have the right to have the Operating Partnership redeem their common units for cash or instead may receive one share of our common stock per common unit (subject to applicable adjustments), at the General Partner's election on behalf of the Operating Partnership.

        We have agreed to use reasonable commercial efforts to ensure that the shares issued in the Formation Transactions, and the shares that may be issued in exchange for common units of the Operating Partnership, are the subject of a valid registration statement that will enable the holders to sell or distribute the shares publicly and without restriction at the end of the applicable lock-up period.

Our Structure

        We were formed as a Maryland corporation on July 2, 2012. The following chart shows our anticipated structure after giving effect to this offering and the Formation Transactions:

GRAPHIC


(1)
Certain Prior Provident Investors will receive our common stock in exchange for their membership interests in the Provident Entities. Certain other Prior Provident Investors will receive common units in the Operating Partnership in exchange for their membership interests in the Provident Entities. The common units are redeemable for cash or shares of our common stock on a one-for-one basis (subject to applicable adjustments).

(2)
Upon completion of the Formation Transactions, the Operating Partnership will own 100% of the equity interests in the Provident Entities and Two Harbors Property.

 

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Advisory Management Agreement

        We will enter into an advisory management agreement with our Manager and our Manager's operating subsidiary effective upon the closing of this offering. Pursuant to the management agreement, our Manager will design and implement our business strategy and administer our business activities and day-to-day operations, subject to oversight by our board of directors. Our Manager will be responsible for, among other duties: (1) performing and administering all our day-to-day operations, (2) determining investment criteria in cooperation with our board of directors, (3) sourcing, analyzing and executing asset acquisitions, sales and financings, (4) performing asset management duties and (5) performing certain financial, accounting and tax management services. Our Manager has agreed not to provide these services to anyone other than us, our subsidiaries and any future joint venture in which we are an investor, prior to the second anniversary of this offering.

        Under the management agreement, our Manager will be compensated on a fee plus pass-through-of-expenses basis. We will pay our Manager 0.375% of the daily average of our fully diluted market capitalization for the preceding quarter (a 1.5% annual rate), less any property services fees received by our Manager's operating subsidiary or its affiliates under the property management and acquisition services agreement described below. We will also reimburse our Manager for all expenses incurred on our behalf or otherwise in connection with the operation of its business, other than compensation for the CEO and personnel providing data analytics directly supporting the investment function. If our Manager provides services to a party other than us or one of our subsidiaries, a portion of these expenses will be allocated to and reimbursed by such other party in a fair and equitable manner as determined by our Manager in good faith.

        The management agreement has an initial term of three years and will be automatically renewed for a one-year term each anniversary thereafter unless terminated. Upon termination of the management agreement by us for reasons other than cause or by our Manager for cause that we are unwilling or unable to timely cure, we will pay our Manager a termination fee equal to 4.5% of the daily average of our fully diluted market capitalization in the quarter preceding such termination.

Property Management and Acquisition Services Agreement

        We will also enter into a property management and acquisition services agreement with Silver Bay Property Corp., a wholly owned subsidiary of our Manager, which we refer to as our Manager's operating subsidiary. Under this agreement, our Manager's operating subsidiary will acquire additional single-family properties on our behalf and manage our properties. Our Manager's operating subsidiary has agreed not to provide these services to anyone other than us, our subsidiaries and any future joint venture in which we are an investor, prior to the second anniversary of this offering.

        Our Manager's operating subsidiary will receive a property management fee equal to 5% of certain costs and expenses incurred by it in the operation of its business that are reimbursed by us. This property management fee will reduce the advisory management fee paid to our Manager on a dollar for dollar basis and thus will not result in an additional fee being paid to our Manager. We will reimburse our Manager's operating subsidiary for all expenses incurred on our behalf. Additionally, for so long as it provides services exclusively to us, we will reimburse our Manager's operating subsidiary for all costs and expenses incurred by it in the operation of its business, including the compensation of its employees. If our Manager's operating subsidiary provides services to a party other than us or one of our subsidiaries, a portion of these expenses will be allocated to and reimbursed by such other party as reasonably determined by our Manager's operating subsidiary in good faith. This agreement will continue in effect until it is terminated in accordance with its terms.

        For more information about the management agreement and the property management and acquisition services agreement, see "Our Manager and the Management Agreement."

 

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Conflicts of Interest and Related Policies

        We are externally advised by our Manager, which is a joint venture of Pine River and Provident. The management agreement was not negotiated at arm's length and may not be on terms as favorable as we could have negotiated with a third party. Pursuant to the management agreement, our Manager will be obligated to supply us with substantially all of our senior management team. Subject to investment and other guidelines or policies adopted by our board of directors, our Manager has significant discretion regarding the implementation of our investment and operating policies and strategies. Neither our Manager nor Pine River or Provident will be obligated to dedicate any specific personnel exclusively to us, nor will they or their personnel be obligated to dedicate any specific portion of their time to the management of our business. Each of our officers and non-independent directors is also an employee or partner of our Manager, Pine River, Provident, or one of their respective affiliates and may have responsibilities for other investment vehicles managed by Pine River or Provident. As a result of these relationships, these individuals have conflicts of interest with respect to our agreements and arrangements with our Manager.

        Under the management agreement, we are required to pay our Manager an advisory management fee based on our market capitalization, regardless of the performance of our portfolio. Accordingly, increases in the price of our common stock will increase our expenses and reduce our profitability and distributable cash. In addition, our Manager might not have an adequate incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio, which could, in turn, adversely affect our financial results. Consequently, we may be required to pay our Manager significant advisory management fees despite experiencing a net loss or a decline in the value of our portfolio. Further, the advisory management fee structure gives our Manager an incentive to maximize market capitalization by the issuance of new common stock or the retention of existing equity, regardless of the effect of these actions on existing stockholders. In other words, the advisory management fee structure rewards our Manager primarily based on the size of the company and not on our returns to stockholders.

Emerging Growth Company Status

        We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We have not made a decision whether to take advantage of certain of these exemptions. If we do take advantage of any of these exemptions, we do not know if some investors will find our common stock less attractive as a result. The result may be a less active trading market for our common stock and our stock price may be more volatile.

        In addition, Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to "opt out" of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for all public companies which are not emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

 

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        We could remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Summary Risk Factors

        An investment in shares of our common stock involves various risks. You should consider carefully the risks discussed below and under "Risk Factors" before purchasing our common stock. If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.

    We are an early entrant in an industry with no proven track record employing a new business model.

    We have a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions to our stockholders.

    The price you pay for the common stock in this offering may exceed the fair market value of the underlying assets represented by your ownership stake.

    We may not have control over timing and costs arising from renovation of properties.

    Real estate that we acquire may not appreciate at expected rates, and may decline in value, reducing the value of our assets.

    In our geographic markets, demand for single-family rentals may not increase as expected or may decline, and we may not be able to rent our properties, or rent them at rates sufficient to generate cash flows to make or sustain distributions to our stockholders.

    Mortgage loan modification programs and future legislative action may adversely affect the number of available properties that meet our investment criteria.

    Our portfolio consists of properties geographically concentrated in certain markets and any adverse developments in local economic conditions, the demand for single-family rental homes in these markets or natural disasters may negatively affect our operating results.

    In each of the geographic areas where we operate, we are subject to landlord-tenant laws that affect our ability to rent and manage our properties and impose additional expenses and legal duties on us in dealing with prospective and current tenants. Because we intend to operate at scale in each geographic area where we own properties, we may become the focus of local law enforcement, legislative and regulatory scrutiny with respect to state and local landlord-tenant laws.

    We are dependent upon our Manager, our Manager's operating subsidiary and their key personnel, who provide services to us through the management agreement and the property management and acquisition services agreement, and we may not find suitable replacements if these agreements are terminated or these key personnel leave our Manager or our Manager's operating subsidiary or otherwise become unavailable to us.

    Our Manager and certain of its affiliates may have interests that diverge from the interests of our common stockholders.

 

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    Our board of directors may change any of our strategy or investment guidelines, financing strategy or leverage policies without stockholder consent.

    If we do not qualify as a REIT or fail to remain qualified as a REIT, we will be subject to federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.

REIT Qualification

        In connection with this offering, we intend to elect to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Code, commencing with our taxable year ending December 31, 2012. We believe that our organization and proposed method of operation will enable us to meet the requirements for qualification and taxation as a REIT. To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute at least 90% of our taxable income (excluding capital gains) to our stockholders. As a REIT, we generally will not be subject to federal income tax on our taxable income we currently distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax at regular corporate rates. Even if we qualify for taxation as a REIT, we may be subject to some federal, state and local taxes on our income or property. In addition, the income of any taxable REIT subsidiary, or TRS, that we own will be subject to taxation at regular corporate rates.

Restrictions on Ownership and Transfer of Our Common Stock

        To assist us in complying with the limitations on the concentration of ownership of a REIT imposed by the Code, our charter prohibits, with certain exceptions, any stockholder from beneficially or constructively owning, applying certain attribution rules under the Code, more than 9.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock, or 9.8% by value or number of shares, whichever is more restrictive, of our outstanding capital stock. Our board of directors may, in its sole discretion, waive the 9.8% ownership limit with respect to a particular stockholder if it is presented with evidence satisfactory to it that such ownership will not then or in the future jeopardize our qualification as a REIT.

        Our charter also contains provisions designed to prohibit any person from, among other things:

    beneficially or constructively owning shares of our capital stock that would result in our being "closely held" under Section 856(h) of the Internal Revenue Code, or otherwise cause us to fail to qualify as a REIT; and

    transferring shares of our capital stock if such transfer would result in our capital stock being owned by fewer than 100 persons.

        In addition, our charter provides that any ownership or purported transfer of our capital stock in violation of the foregoing restrictions will result in the shares so owned or transferred being automatically transferred to a trust for the benefit of a charitable beneficiary, and the purported owner or transferee acquiring no rights in such shares. If a transfer to a trust would be ineffective for any reason to prevent a violation of the restriction, our charter provides that the transfer resulting in such violation will be void from the time of such purported transfer.

Corporate Information

        Our principal executive office is located at 601 Carlson Parkway, Suite 250, Minnetonka, Minnesota. Our telephone number is (612) 629-2484. Our web address is                        . The information on, or otherwise accessible through, our web site does not constitute a part of this prospectus or any other report or document we file with or finish to the Securities and Exchange Commission, or the SEC.

 

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The Offering

Common stock offered by us               shares (plus up to an additional            shares of our common stock that we may issue and sell upon the exercise of the underwriters' over-allotment option).

Common stock to be outstanding after this offering

 

            shares(1)

Use of proceeds

 

We intend to use the net proceeds of this offering to purchase additional single-family properties, to renovate such properties for rental to tenants, for working capital and to fund any cash payments to Prior Provident Investors as described herein. We expect that our initial focus will be on continuing to acquire, manage and lease residential real properties. See "Use of Proceeds."

Distribution policy

 

We intend to make quarterly cash distributions to holders of our common stock, consistent with maintaining our REIT qualification for U.S. federal income tax purposes.

Listing

 

We intend to apply to list our common stock under            under the symbol "            ."

(1)
Includes            shares reserved for issuance as part of the Formation Transactions. Excludes 1,000 shares issued to our Manager, which we will repurchase at cost upon completion of this offering, shares of our common stock that we may issue and sell upon the exercise of the underwriters' over-allotment option and             shares issuable upon exchange of common units to be issued as part of the Formation Transactions.

 

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Summary Financial Data

        We have presented the following summary financial and operating data on (1) a pro forma basis for Silver Bay after giving effect to the offering and the Formation Transactions, including the acquisition of the Provident Entities and required purchase accounting adjustments and the use of net proceeds therefrom, (2) the consolidated historical operations for Two Harbors Property Investment LLC and its subsidiaries, which we refer to collectively as our Predecessor and (3) the combined historical operating data for the Provident Entities. We have not presented historical information for Silver Bay Realty Trust Corp. because we have not had any corporate activity since our formation other than the issuance of 1,000 shares of common stock to our Manager in connection with our initial capitalization. We have not presented historical operating data for the year ended December 31, 2011 for our Predecessor because it did not begin acquiring properties until 2012.

        You should read the following summary financial data in conjunction with our financial statements and the financial statements of our Predecessor and the Provident Entities and the related notes, which are included elsewhere in this prospectus, and with "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        The summary historical consolidated balance sheet data as of June 30, 2012 and the summary historical consolidated financial information for the six months ended June 30, 2012 for our Predecessor have been derived from the consolidated audited financial statements of our Predecessor included elsewhere in this prospectus. The summary historical combined operating data for the six months ended June 30, 2012 and 2011 and for the years ended December 31, 2011 and 2010 for the Provident Entities have been derived from the combined statements of revenues and certain operating expenses of the Provident Entities included elsewhere in this prospectus. The combined statements of revenues and certain operating expenses for the Provident Entities have been prepared on the accrual basis of accounting for the purpose of complying with Rule 3-14 of Regulation S-X of the SEC. Certain historical expenses that may not be comparable to the expenses expected to be incurred in the future have been excluded, including depreciation and amortization and other overhead costs not directly related to the future operations of the Provident Entities. We have also not provided historical balance sheet data for the Provident Entities as the historical data will not be comparable to the balance sheet reflected in our consolidated financial statements and is not required under Rule 3-14.

        Our unaudited summary pro forma condensed consolidated balance sheet as of June 30, 2012 and operating data for the six months ended June 30, 2012 and for the year ended December 31, 2011 assumes completion of this offering, the Formation Transactions and the other adjustments described in the unaudited pro forma financial information beginning on page F-2 of this prospectus, as of January 1, 2011 for the statement of operations data and as of June 30, 2012 for the balance sheet data. The historical balances of our Predecessor have been reflected at carryover basis because, for accounting purposes, the Formation Transactions and this offering are not deemed a business combination and do not result in a change of control. The Provident Entities' basis, however, has been recorded at fair value as of June 30, 2012 because our acquisition of the Provident Entities is deemed to be a purchase of a controlling interest. The purchase price allocations have not been finalized and are subject to change based upon recording of actual transaction costs, finalization of working capital adjustments for our Predecessor and Provident Entities and completion of our analysis of the fair value of the Provident Entities.

        The unaudited pro forma condensed consolidated balance sheet data is presented for illustrative purposes only and is not necessarily indicative of what the actual financial position would have been had the transactions referred to above occurred on June 30, 2012, nor does it purport to represent the future financial position of the company. The unaudited pro forma condensed consolidated statements of operations data are presented for illustrative purposes only and are not necessarily indicative of what the actual results of operations would have been had the transactions referred to above occurred on January 1, 2011, nor does it purport to represent the future results of operations of the company.

 

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  Six Months Ended June 30,   Year Ended December 31,  
 
  Pro Forma   Predecessor
Historical
  Provident Entities—
Historical
  Pro Forma   Provident Entities—
Historical
 
(Dollar amounts in thousands
except other data)
  2012   2012   2012   2011   2011   2011   2010  
 
  (Unaudited)
   
  (Unaudited)
  (Unaudited)
  (Unaudited)
   
   
 

Statement of Operations Data:

                                           

Revenue:

                                           

Rental income

  $     $ 87   $ 4,484   $ 2,025   $     $ 5,095   $ 1,739  

Other income

              80     96           187     138  
                               

Total revenue

          87     4,564     2,121           5,282     1,877  

Expenses:

                                           

Property operating and maintenance

          136     1,200     376           1,767     417  

Real estate taxes

          120     787     343           883     264  

Home owner's association fees

          7     753     273           790     272  

Property management fees

          9     323     131           354     120  

Depreciation and amortization

          32                        

Advisory management fee

          194                        

General and administrative

          193                        
                               

Total expenses

          691     3,063     1,123           3,794     1,073  
                               

Net income (loss)(1)

  $     $ (604 ) $ 1,501   $ 998   $     $ 1,488   $ 804  
                               

 

 
  As of June 30, 2012    
   
   
   
   
 
Balance Sheet Data:
  Pro Forma   Predecessor
Historical
   
   
   
   
   
 
 
  (Unaudited)
   
   
   
   
   
   
 

Net investment in real estate

  $     $ 71,726                                

Cash and cash equivalents

          1,319                                

Escrow deposits(2)

          28,693                                

Other assets

          58                                

Total assets

          101,796                                

Total liabilities

          1,239                                

Total equity

          100,557                                

 

 
  As of June 30, 2012    
   
   
   
 
Other Data:
  Combined   Predecessor   Provident
Entities
   
   
   
   
 
 
  (Unaudited)
  (Unaudited)
  (Unaudited)
   
   
   
   
 

Total properties owned

    1,583     702     881                          

Properties owned for at least six months

    743         743                          

Leased properties owned for at least six months

    682         682                          

Occupancy percentage of properties owned for at least six months

    92 %   N/A (3)   92 %                        

Average monthly rent per leased property

  $ 1,109   $ 1,008   $ 1,121                          

(1)
Amounts for the Provident Entities represent the excess of revenues over certain operating expenses.
(2)
Escrow deposits include refundable cash on deposit with property acquisition managers for property purchases, renovation costs, and earnest money deposits.
(3)
As of June 30, 2012, our Predecessor had not held any properties longer than six months.

 

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RISK FACTORS

        Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our common stock. If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.

Risks Related to Our Business

We are an early entrant employing a new and untested business model in a new industry with no proven track record.

        The large-scale single-family rental industry is relatively new in the United States. Until very recently, the single-family rental business consisted primarily of private and individual investors in local markets and was managed individually or by small, local property managers. We have been formed on the assumption that a company can acquire and operate single-family properties on a large-scale basis and achieve attractive yields employing technology through a disciplined approach to acquisitions and renovations, economies of scale in marketing and management and developing a brand-name presence. This is a new business model that has not been tested on a national scale. Our assumptions are unproven, and if they prove to be incorrect, then we may fail to provide the financial returns that investors hope or expect to receive.

        Our investment strategy involves purchasing a large number of residential properties and leasing them to suitable tenants. We are unaware of any public REIT that is attempting to implement this strategy on the scale that we intend to pursue. No peer companies exist with an established track record from which to predict whether our investment strategy can be implemented successfully over time. While past performance is not indicative of future results, it will be difficult for you to evaluate our potential future performance without the benefit of established track records from companies implementing a similar investment strategy. We may encounter unanticipated problems implementing our investment strategy, which may have a material adverse effect on our results of operations, ability to make distributions on our common stock and cause our stock price to decline significantly. Accordingly, no assurance can be given that we will be successful in implementing our investment strategy or that we will be successful in achieving our objective of providing attractive risk-adjusted returns to our stockholders over the long term.

        We believe the acquisition, operation and management of multifamily residential real estate is the most comparable established business model to our business, but in contrast to multifamily operations, the geographic dispersion of single-family properties creates significantly greater operational and maintenance challenges and, potentially, significantly higher per-unit operating costs. In addition, since each home has unique features, appliances and building materials, renovations, maintenance, marketing and operational tasks will be far more varied and demanding than in a typical multifamily setting. We cannot provide any assurance that operating a large portfolio of single-family rental properties can be executed in a cost-effective and profitable manner or that our business plan will succeed.

We have a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions to our stockholders.

        We were organized in July 2012 and have a limited operating history. As of June 30, 2012, more than half of the homes owned by Two Harbors Property and the Provident Entities comprising our Initial Portfolio as of that date had been acquired within the preceding six months and a substantial number of those were still in the process of stabilization, the period of time during which time they are not generating revenue because we are gaining possession, conducting renovations or marketing and leasing such properties. There is no long-term historical financial data for our Predecessor, our acquired properties or other companies in the single-family rental industry available to assess our

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earnings potential or whether we can operate profitably. We cannot assure you that we will be able to operate our business successfully or implement our operating policies and strategies as described in this prospectus. The results of our operations will depend on many factors, including:

    the availability of additional properties that meet our criteria on favorable terms and our ability to purchase such properties;

    real estate appreciation or depreciation in our target markets;

    our ability to contain renovation, maintenance, marketing and other operating costs for our properties;

    our ability to maintain high occupancy rates and target rent levels;

    general economic conditions in our target markets, such as changes in employment and household earnings and expenses;

    costs that are beyond our control, including title litigation, litigation with tenants or tenant organizations, legal compliance, real estate taxes, homeowners' association fees and insurance;

    judicial and regulatory developments affecting landlord-tenant relations that may affect or delay our ability to dispossess or evict occupants or increase rents;

    reversal of population, employment or homeownership trends in target markets; and

    competition from other investors entering the single-family rental market.

Our Manager is still building its operational expertise and infrastructure, and it is dependent upon new employees and third-party service providers.

        As Two Harbors Property and the Provident Entities have acquired the properties that will become our Initial Portfolio, they and our Manager have been building their operational expertise by hiring new employees and establishing relationships with third-party service providers. Most of these employees and relationships are relatively new to our Manager, and as we grow and expand into new markets, our Manager will need to hire additional employees and find additional third-party resources and to retain these employees and third-party resources. In addition, our Manager is establishing new infrastructure and processes including those related to residential management and leasing, brand development, tracking, accounting systems and billing and payment processing.

        Building operational expertise and establishing infrastructure are difficult, expensive and time-consuming tasks, and we can expect problems to arise despite the best efforts of our Manager and its affiliates. There is a significant risk that operational problems will have an adverse effect upon our financial performance, especially in newer markets that our Manager has recently entered.

We are dependent on our investment in a single asset class, making our profitability and balance sheet more vulnerable to a downturn or slowdown in the housing sector or other economic factors.

        We expect to concentrate our investments in single-family properties. As a result, we will be subject to risks inherent in investments in a single type of property. A downturn or slowdown in the rental demand for single-family housing may have more pronounced effects on the cash available for distribution or on the value of our assets than if we had more fully diversified our investments.

        Virtually all of our revenue comes from our rental operations, which are subject to many risks, including decreasing rental rates, increased competition for tenants, increased lease default rates and increased tenant turnover. As a result of various factors, including competitive pricing pressure or adverse conditions in our target markets, a general economic downturn and the desirability of our properties compared to other properties in our target markets, we may be unable to realize our asking rents across the properties in our portfolio, which will negatively affect our ability to generate cash flow. In addition, rental rates for expiring leases may be higher than starting rental rates for new leases. We will also compete for tenants with numerous other housing alternatives. We anticipate that our

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properties will compete directly with multifamily properties as well as condominiums and other single-family homes which are available for rent or purchase in the markets in which our properties are located. The ownership and management of such properties is diffuse and often highly localized, and some operators may have lower operating costs than we do. This competitive environment could have a material adverse effect on our ability to lease our properties as well as on the rents we may charge.

        Our operating results and cash flows would be adversely affected if a significant number of our tenants were unable to meet their lease obligations. High unemployment and other adverse changes in the economic conditions in our target markets could result in substantial tenant defaults. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord and obtaining possession of the premises, may incur legal, maintenance and other costs in protecting our investment and re-leasing the property and may be unable to re-lease the property at the rental rate previously received. These events and others could reduce the amount of distributions available to our stockholders, reduce the value of our properties and cause the value of your investment to decline.

We intend to continue to expand our scale of operations and make acquisitions even if the rental and housing markets are not as favorable as they have been in recent months, which could reduce our yield per share.

        We have benefited in the purchase of the properties currently in our Initial Portfolio from a confluence of factors and market conditions that have resulted in homes being available to us at prices that are below replacement cost and, we believe, below their value as rental properties, based on anticipated cash flows. We expect that in the future housing prices will stabilize and return to more normalized levels, and therefore future acquisitions may be more costly than the homes acquired by Two Harbors Property and the Provident Entities that comprise our Initial Portfolio. There are many factors that may cause a recovery in the housing market that would result in future acquisitions becoming more expensive and possibly less attractive than recent past and present opportunities, including:

    improvements in the overall economy and job market;

    a resumption of consumer lending activity and greater availability of consumer credit;

    improvements in the pricing and terms of mortgage-backed securities;

    the emergence of increased competition for single-family assets from private investors and entities with similar investment objectives to ours; and

    tax or other government incentives that encourage homeownership.

        Although we believe there will be benefits to increasing our scale of operations, our Manager's acquisition platform and property management operations represent a significant ongoing expense to us. These expenses include, among others, costs associated with establishing and maintaining fully staffed regional brokerage offices, inspections and due diligence, transaction costs, landlord-tenant and legal compliance, and renovating and marketing costs. In addition, we expect that recently acquired properties in the process of stabilization will be unproductive assets generating no revenue for up to six months and therefore will reduce our overall occupancy levels.

        We have not adopted and do not expect to adopt a policy of making future acquisitions only if they are accretive to existing yields and distributable cash. We will continue to invest significant resources developing our Manager's acquisition and property management platforms and we plan to continue acquiring properties as long as we believe such properties offer an attractive total return opportunity. Accordingly, future acquisitions may have lower yield characteristics than our current portfolio and if such future acquisitions are funded through equity issuances, the yield and distributable cash per share will be reduced and the value of our common stock may decline.

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We may need additional capital or may seek to employ leverage to expand our portfolio, and such financing may not be available.

        To date, all of our properties have been purchased for cash and we have no outstanding indebtedness. However, we may use leverage to obtain additional capital or increase potential returns to our stockholders in the future. We may be unable to leverage our assets or obtain additional financing. We may also be limited or restricted in the amount of leverage we may employ by the terms and provisions of any financing or other agreements that we may enter into in the future.

We have many competitors and may not become an industry leader.

        If our business model or a similar model proves to be successful, we can expect many competitors. Traditionally, foreclosed properties and loans in respect of properties in pre-foreclosure were sold individually to private home buyers and small-scale investors. The sale of these assets in bulk pools and the entry into this market of large, well-capitalized institutional investors, including us, are relatively recent trends, which we expect to intensify in the near future. Several other REITs and other funds have recently deployed, or are expected to deploy in the near future, significant amounts of capital to these asset categories, and may have investment objectives that overlap with ours. In acquiring our target assets, we will compete with a variety of institutional investors, including other REITs, specialty finance companies, public and private funds and other financial institutions. Many of our competitors may be larger and have greater financial, technical, leasing, marketing and other resources than we do. Some competitors may have a lower cost of funds and access to funding sources that may not be available to us. At this time, neither we nor any other company has established a market-leading position, and even if we succeed in becoming an industry leader there can be no assurance that it will confer any long-term competitive advantage or positive financial results.

Our dependence upon third parties for key services may harm our financial results or reputation if the third parties fail to perform properly.

        Our Manager and our Manager's operating subsidiary will enter into agreements with third parties to provide some of the services required under the management agreement and the property management and acquisition services agreement, including acquisition services, property management, leasing, renovation and maintenance. For example, we currently use third-party property managers for approximately half of our current properties, and we also use third-party acquisition personnel in Tampa, Tucson and Orlando. Selecting, managing and supervising these third-party service providers requires significant management resources and expertise. If our Manager does not select, manage and supervise appropriate third parties for these services, our reputation and financial results may suffer. Notwithstanding our efforts to implement and enforce strong policies and practices regarding service providers, we may not successfully detect and prevent fraud, incompetence or theft by our third-party service providers. In addition, any removal or termination of third-party service providers would require us to seek new vendors or providers, which would create delays and adversely affect our operations. Poor performance by third-party service providers, especially those who interact with tenants in our properties, will reflect poorly on us and could significantly damage our reputation among desirable tenants. In the event of fraud or misconduct by a third-party property manager, we could also be exposed to material liability and be held responsible for damages, fines and/or penalties.

The price you pay for the common stock in this offering may exceed the fair market value of the underlying assets represented by your ownership stake.

        We have not obtained third-party appraisals of the properties and other assets held by Two Harbors Property and the Provident Entities that we plan to acquire in connection with this offering and the Formation Transactions. The value of the cash, the common units in the Operating Partnership and the shares of our common stock that we will pay or issue as consideration will increase or decrease if our common stock is priced above or below the midpoint of the range shown on the front cover of

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this prospectus. The initial public offering price of our common stock will be determined by us in consultation with the underwriters based on the perceived value of the property portfolio being acquired in the Formation Transactions, our other financial information, the perceived ability of our management, our perceived prospects for achieving an attractive yield and distributable cash flow, the prevailing securities markets at the time of this offering and the recent market prices of, and the demand for, publicly traded shares of similar companies. The initial public offering price of our common stock will be higher than the net tangible book value per share of our common stock immediately after the consummation of this offering and the Formation Transactions. Therefore, if you purchase our common stock in this offering, you will incur an immediate dilution of $            (or approximately        %) in net tangible book value per share from the price you paid, based upon the initial public offering price of $            per share, the midpoint of the range shown on the front cover of this prospectus.

Many factors impact the single-family residential rental market and if rents in our target markets do not increase sufficiently to keep pace with rising costs of operations, our income and distributable cash will decline.

        The success of our business model will depend, in part, on conditions in the single-family rental market in our target markets. Our asset acquisitions will be premised on assumptions about occupancy and rent levels, and if those assumptions prove to be too optimistic, our cash flows and profitability will be reduced. Rental rates and occupancy levels have benefited in recent periods from macro trends affecting the U.S. economy and residential real estate markets in particular, including:

    a tightening of credit that has made it more difficult to finance a home purchase, combined with efforts by consumers generally to reduce their exposure to credit;

    weak economic and employment conditions that have increased foreclosure rates and made it more difficult for families to remain in their homes that were purchased prior to the housing market downturn;

    declining real estate values that have challenged the traditional notion that homeownership is a stable investment; and

    the unprecedented level of vacant housing comprising the REO inventory held for sale by banks, government-sponsored entities, or GSEs, and other mortgage lenders or guarantors.

        We do not expect these favorable trends in the residential rental market to continue indefinitely. Eventually, a strengthening of the U.S. economy and job growth, coupled with government programs designed to keep home owners in their homes and/or other factors may contribute to a stabilization or reversal of the current trend that favors renting rather than homeownership. In addition, we expect that as investors like us increasingly seek to capitalize on opportunities to purchase undervalued housing assets and convert them to productive uses, the supply of single-family rental properties will decrease and the competition for tenants may intensify. A softening of the rental market in our target areas would reduce our rental income and profitability.

Mortgage loan modification programs and future legislative action may adversely affect the number of available properties that meet our investment criteria.

        The U.S. government, through the Federal Reserve, the Federal Housing Administration and the Federal Deposit Insurance Corporation, has implemented a number of programs designed to provide homeowners with assistance in avoiding residential mortgage loan foreclosures, including the Home Affordable Modification Program, which seeks to provide relief to homeowners whose mortgages are in or may be subject to foreclosure, and the Home Affordable Refinance Program, which allows certain borrowers who are underwater on their mortgage but current on their mortgage payments to refinance their loans. Several states, including states in which our current target markets are located, have adopted or are considering similar legislation. These programs and other loss mitigation programs may

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involve, among other things, the modification or refinancing of mortgage loans or providing homeowners with additional relief from loan foreclosures. Such loan modifications and other measures are intended and designed to lead to fewer foreclosures, which will decrease the supply of properties that meet our investment criteria.

        The pace of residential foreclosures is unpredictable and subject to numerous factors. In recent periods there has been a backlog of foreclosures due to a combination of volume constraints and legal actions, including those brought by the U.S. Department of Justice, or DOJ, the Department of Housing and Urban Development, or HUD, and State Attorneys General against mortgage servicers alleging wrongful foreclosure practices. Financial institutions have also been subjected to regulatory restrictions and limitations on foreclosure activity by the Federal Deposit Insurance Corporation. Legal claims brought or threatened by the DOJ, HUD and 49 State Attorneys General against the five largest residential mortgage servicers in the country were settled in approximately February 2012. As part of this approximately $25 billion settlement, a portion of the settlement funds will be directed to homeowners seeking to avoid foreclosure through mortgage modifications, and servicers are required to adopt specified measures to reduce mortgage obligations in certain situations. It is expected that the settlement will help many homeowners to avoid foreclosures that would otherwise have occurred in the near term, and with lower monthly payments and mortgage debts, for years to come. It is also foreseeable that other residential mortgage servicing companies that were not among the five included in the initial $25 billion settlement will agree to similar settlements that will further reduce the supply of houses in the process of foreclosure.

        In addition, numerous federal and state legislatures have considered, proposed or adopted legislation to constrain foreclosures, or may do so in the future. The Dodd-Frank Act also created the Consumer Financial Protection Bureau, which supervises and enforces federal consumer protection laws as they apply to banks, credit unions, and other financial companies, including mortgage servicers. It remains uncertain as to whether any of these measures will have a significant impact on foreclosure volumes or what the timing of that impact would be. If foreclosure volumes were to decline significantly, we would expect REO inventory levels to decline or to grow at a slower pace, which would make it more difficult to find target assets at attractive prices and might constrain our growth or reduce our long-term profitability. Also, the number of families seeking rental housing might be reduced by such legislation, reducing rental housing demand in our target markets.

        In addition, allegations of deficiencies in foreclosure practices could result in claims challenging the validity of some foreclosures that have occurred to date, potentially placing our claim of ownership to the properties at risk. We cannot be assured that our title insurance policies would provide protection in such instances or that such proceedings would not result in a complete dispossession of property from us without compensation.

        Each state has its own laws governing the procedures to foreclose on mortgages and deeds of trust, and state laws generally require strict compliance with these laws in both judicial and non-judicial foreclosures. Recently, courts and administrative agencies have been more actively involved in enforcing state laws governing foreclosures, and in some circumstances have imposed new rules and requirements regarding foreclosures. Some courts have delayed or prohibited foreclosures based on alleged failures to comply with proper transfers of title, notice, identification of parties in interest, documentation and other legal requirements. The unprecedented increase in the number of foreclosures since 2007 has led legislatures in many states to consider modifications to foreclosure laws to restrict and reduce foreclosures. For example, in 2012, California enacted a law imposing new limitations on foreclosures while a request for a loan modification is pending. Further, foreclosed owners and their legal representatives, including some prominent and well-financed legal firms, have brought litigation questioning the validity and finality of foreclosures that have already occurred. These developments may slow or reduce the supply of foreclosed houses available to us for purchase and may call into question the validity of our title to houses acquired at foreclosure, or result in rescission rights or other borrower remedies, which could result in a loss of a property purchased by us that may not be covered

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by title insurance, an increase in litigation and property maintenance costs incurred with respect to properties obtained through foreclosure, or delays in stabilizing and leasing such properties promptly after acquisition.

Our evaluation of properties involves a number of assumptions that may prove inaccurate.

        In determining whether a particular property meets our investment criteria, we make a number of assumptions, including assumptions related to estimated time of possession and estimated renovation costs and time frames, annual operating costs, market rental rates and potential rent amounts, time from purchase to leasing and tenant default rates. These assumptions may prove inaccurate, causing us to pay too much for properties we acquire, overvalue our properties or our properties not to perform as we expect, and adjustments to the assumptions we make in evaluating potential purchases may result in fewer properties qualifying under our investment criteria. Improvements in the market prices for single-family homes in our target markets or decreases in the available inventory could also reduce the supply of properties that meet our investment criteria. Reductions in the supply of properties that meet our investment criteria may adversely affect our operating results and ability to implement our business plan.

        Furthermore, the properties we acquire are likely to vary materially in terms of time to possession, renovation, quality and type of construction, location and hazards. Our success will depend on our ability to acquire properties that can be quickly possessed, renovated, repaired, upgraded and rented with minimal expense and maintained in rentable condition. Our Manager's ability to identify and acquire such properties will be fundamental to our success.

        In addition, the recent market and regulatory environments relating to single-family residential properties have been changing rapidly, making future trends difficult to forecast. For example, an increasing number of homeowners now wait for an eviction notice or eviction proceedings to commence before vacating foreclosed premises, which significantly increases the time period between the acquisition and leasing of a property. Such changes affect the accuracy of our assumptions and, in turn, may adversely affect our operating results.

The types of properties on which our acquisition strategy focuses have an increased risk of damage due to vandalism, mold and infestation, and we may not discover these defects prior to purchase.

        Our acquisition strategy predominately targets distressed single-family properties that often involve defaults by homeowners on their home loan obligations. For multiple reasons, distressed properties may be in worse physical condition than other similar properties. When homeowners fall behind on their mortgage payments, they may cease to maintain the property in good condition, vandalize it, or may abandon the property altogether. Vacant and neglected homes are subject to increased risks of vandalism, mold, infestation, general deterioration and other maintenance problems that may persist without appropriate attention and remediation. We generally will not hire independent third-party home inspectors to inspect properties before purchase and will instead rely on the acquisition employees of our Manager's operating subsidiary to conduct interior visual inspections when possible. However, when we purchase properties at auction or in bulk sales, we generally do not have the opportunity to conduct interior inspections and may not be able to enter a property to conduct more than the most cursory of exterior inspections. These inspection processes may fail to reveal major defects associated with properties we acquire, which may result in maintenance and renovation costs and time frames that far exceed our estimates and would negatively affect our financial results and earnings. Lastly, although we intend to inspect our portfolio properties periodically, we may not become aware of conditions such as water infiltration, mold or infestation until significant damage has been done to our property requiring extensive remediation and repairs as well as providing substitute housing for a tenant.

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The costs of securing possession and control of newly acquired properties may exceed our expectations.

        Upon acquiring a new property, we may have to evict residents who are in unlawful possession before we can secure possession and control of the property. The holdover occupants may be the former owners or tenants of a property, or they may be squatters or others who are illegally in possession. Securing control and possession from these occupants can be both costly and time-consuming. If these costs and delays exceed our expectations in a large proportion of our newly acquired properties, our financial performance may suffer because of the increased expenses incurred or the unexpected delays in turning the properties into revenue-producing assets.

We may not have control over timing and costs arising from renovation of properties.

        We expect that nearly all of our properties will require some level of renovation immediately upon their acquisition or in the future following expiration of a lease or otherwise. We may acquire properties that we plan to extensively renovate. We may also acquire properties that we expect to be in good condition only to discover unforeseen defects and problems that require extensive renovation and capital expenditures. In addition, we will be required to make ongoing capital improvements and replacements and may need to perform significant renovations from time to time to reposition properties in the rental market. Our homes will have infrastructure and appliances of varying ages and conditions. Consequently, we expect that our Manager will routinely retain independent contractors and trade professionals to perform physical repair work and we will be exposed to all of the risks inherent in property renovation, including potential cost overruns, increases in labor and materials costs, delays by contractors in completing work, delays in the timing of receiving necessary work permits, certificates of occupancy and poor workmanship. Although we do not expect that renovation difficulties on any individual property will be significant to our overall results, if our assumptions regarding the costs or timing of renovation across our portfolio prove to be materially inaccurate, our earnings and distributable cash may be adversely affected.

We may be subject to unknown or contingent liabilities or restrictions related to properties that we acquire for which we may have limited or no recourse.

        Assets and entities that we have acquired or may acquire in the future, including the Initial Portfolio acquired upon acquisition of our Predecessor and the Provident Entities, may be subject to unknown or contingent liabilities for which we may have limited or no recourse against the sellers. Unknown or contingent liabilities might include liabilities for or with respect to liens attached to properties, unpaid real estate tax, utilities or homeowners' association, or HOA, charges for which a subsequent owner remains liable, clean-up or remediation of environmental conditions or code violations, claims of customers, vendors or other persons dealing with the acquired entities and tax liabilities, among other things. Purchases of single-family properties acquired at auction, in short sales, from lenders or in bulk purchases typically involve few or no representations or warranties with respect to the properties and may allow us limited or no recourse against the sellers of such properties. Such properties also often have unpaid tax, utility and HOA liabilities for which we may be obligated but fail to anticipate. As a result, the total amount of costs and expenses that we may incur with respect to liabilities associated with acquired properties and entities may exceed our expectations, which may adversely affect our operating results and financial condition. Additionally, these properties may be subject to covenants, conditions or restrictions that restrict the use or ownership of such properties, including prohibitions on leasing or requirements to obtain the approval of HOAs prior to leasing. We may not discover such restrictions during the acquisition process and such restrictions may adversely affect our ability to operate such properties as we intend.

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Our operating performance is subject to risks associated with the real estate industry.

        Real estate investments are subject to various risks and fluctuations and cycles in value and demand, many of which are beyond our control. Certain events may decrease cash available for dividends as well as the value of our properties. These events include:

    adverse changes in national or local real estate, economic and demographic conditions;

    vacancies or our inability to rent our homes on favorable terms or at favorable rental rates;

    adverse changes in financial conditions of buyers, sellers and tenants of properties;

    inability to collect rent from tenants;

    reduced demand for single-family home rentals and changes in the relative popularity of properties and neighborhoods;

    increased supply of single-family homes and availability of financing;

    increases in expenses, including, without limitation, insurance costs, labor costs, energy prices, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies to the extent that we are unable to pass on these increases to our tenants;

    the effects of rent controls, stabilization laws and other laws or covenants regulating rental rates; and

    changes in, and changes in enforcement of, laws, regulations and governmental policies, including health, safety, environmental, rental property, zoning and tax laws, governmental fiscal policies and the Americans with Disabilities Act of 1990.

        In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases. If we cannot operate our properties to meet our financial expectations, our financial condition, results of operations, cash flow, per share trading price of our common stock, ability to satisfy our debt service obligations and ability to pay dividends to you could be adversely affected.

Short-term leases of residential property may expose us to the effects of declining market rents.

        We anticipate that substantially all of our leases will be of a duration of less than two years and will be one year in the majority of cases. As these leases permit the residents to leave at the end of the lease term without penalty, we anticipate our rental revenues may be affected by declines in market rents more quickly than if our leases were for longer terms. Short-term leases may result in high turnover, which involves costs such as restoring the properties, marketing costs and lower occupancy levels. Because we have no track record, we cannot accurately predict our turnover rate or the associated costs we will incur.

Our revenue and expenses are not directly correlated, and because a large percentage of our costs and expenses are fixed, we may not be able to adapt our cost structure to offset declines in our revenue.

        Most of the expenses associated with our business, such as acquisition costs, renovation and maintenance costs, real estate taxes, HOA fees, personal and ad valorem taxes, insurance, utilities, employee wages and benefits and other general corporate expenses are relatively inflexible and do not necessarily decrease with a reduction in revenue from our business. Our assets are also prone to depreciation and will require a significant amount of ongoing capital expenditures. Our expenses and ongoing capital expenditures will also be affected by inflationary increases and certain of our cost increases may exceed the rate of inflation in any given period. By contrast, as described above, our rental income will be affected by many factors beyond our control such as the availability of alternative rental housing and economic conditions in our target markets. As a result, we may not be able to fully offset rising costs and capital spending by higher lease rates, which could have a material adverse effect on our results of operations and cash available for distribution. In addition, state and local regulations may require us to maintain properties that we own, even if the cost of maintenance is greater than the value of the property or any potential benefit from renting the property.

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Our portfolio consists of properties geographically concentrated in certain markets and any adverse developments in local economic conditions, the demand for single-family rental homes in these markets or natural disasters may negatively affect our operating results.

        Our portfolio consists of properties geographically concentrated in Arizona, Nevada, Florida, Georgia and California. As such, we are susceptible to local economic conditions, other regulations, the supply of and demand for single-family rental properties and natural disasters in these areas. If there is a downturn in the economy, an oversupply of or decrease in demand for single-family rental properties in these markets or natural disasters in these geographical areas, our business could be materially adversely affected to a greater extent than if we owned a real estate portfolio that was more geographically diversified. Many of our initial properties are located in markets that have experienced a significant decline in home prices and it may take longer for housing prices to recover in those markets.

A significant number of our residential properties are part of HOAs and we and our tenants are subject to the rules and regulations of such HOAs, which may be arbitrary or restrictive, and violations of such rules may subject us to additional fees and penalties and litigation with such HOAs which would be costly.

        A significant number of the properties in our portfolio are located within HOAs, which are private entities that regulate the activities of and levy assessments on properties in a residential subdivision. Some of the HOAs in which we own properties may enact onerous or arbitrary rules that restrict our ability to renovate, market or lease our properties or require us to renovate or maintain such properties at standards or costs that are in excess of our planned operating budgets. Such rules may include requirements for landscaping, limitations on signage promoting a property for lease or sale, or the use of specific construction materials be used in renovations. Some HOAs also impose limits on the number of property owners who may rent their homes, which if met or exceeded, would cause us to incur additional costs to resell the property and opportunity costs of lost rental income. Furthermore, many HOAs impose restrictions on the conduct of occupants of homes and the use of common areas and we may have tenants who violate HOA rules and for which we may be liable as the property owner. Additionally, the boards of directors of the HOAs in which we own property may not make important disclosures about the properties or may block our access to HOA records, initiate litigation, restrict our ability to sell our properties, impose assessments or arbitrarily change the HOA rules. We may be unaware of or unable to review or comply with HOA rules before purchasing the property and any such excessively restrictive or arbitrary regulations may cause us to sell such property, prevent us from renting such property or otherwise reduce our cash flow from such property, which would have an adverse effect on our returns on these properties.

We may be subject to losses that are either uninsurable, not economically insurable or that are in excess of our insurance coverage.

        Our properties may be damaged by adverse weather conditions and natural disasters such as earthquakes, tsunamis, wind, floods, landslides and fires. In addition, our properties may be subject to environmental liabilities and we will be exposed to personal liability for accidents which may occur on our properties. Our insurance may not be adequate to cover all damages or losses from these events, or it may not be economically prudent to purchase insurance for certain types of losses, such as hurricanes or earthquakes. As a result, we may be required to incur significant costs in the event of adverse weather conditions and natural disasters or events which result in environmental or personal liability. We may not carry or may discontinue certain types of insurance coverage on some or all of our properties in the future if the cost of premiums for any of these policies in our judgment exceeds the value of the coverage discounted for the risk of loss. Because we tend to concentrate ownership in target markets, if we own numerous properties in a geographic area affected by a natural disaster or similar catastrophic event, it could damage or destroy a substantial portion of our real estate assets,

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and expose us to liabilities to our affected tenants to immediately repair or replace their leaseholds on non-economic terms. If we experience losses that are uninsured or exceeds policy limits, we could incur significant uninsured costs or liabilities, lose the capital invested in the properties, and lose the anticipated future cash flows from those properties. In addition, our environmental or personal liability may result in losses substantially in excess of the value of the related property.

Compliance with new or existing laws, regulations and covenants that are applicable to our properties, including permit, license and zoning requirements, may adversely affect our ability to make future acquisitions or renovations, result in significant costs or delays and adversely affect our growth strategy.

        Our properties are subject to various covenants and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers or HOAs, may restrict our use of our properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic, asbestos cleanup or hazardous material abatement requirements. We cannot assure you that existing regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that would increase such delays or result in additional costs. Our failure to obtain permits, licenses and zoning approvals on a timely basis could have a material adverse effect on our business, financial condition and results of operations.

We will be subject to tenant relief laws and may be subject to rent control laws, which will impair our rental income and profitability.

        When we acquire distressed properties we often will need to evict the prior occupant of the premises and, as landlord of numerous properties, we will regularly be in the situation of having to evict tenants who are not paying their rent or are otherwise in material violation of the terms of their lease. Eviction activities will impose legal and managerial expenses that will raise our costs. The eviction process is typically subject to legal barriers, mandatory "cure" policies and other sources of expense and delay, each of which may delay our ability to gain possession and stabilize the property. Additionally, state and local landlord tenant laws may impose legal duties to assist tenants in relocating to new housing, or restrict the landlord's ability to recover certain costs or charge tenants for damage tenants cause to the landlord's premises. Because such laws vary by state and locality, our regional and local property managers will need to be familiar with and take all appropriate steps to comply with all applicable landlord tenant laws, and we will need to incur supervisory and legal expenses to insure such compliance. To the extent that we do not comply with state or local laws, we may be subjected to civil litigation filed by individuals, in class actions or by state or local law enforcement. We may be required to pay our adversaries' litigation fees and expenses if judgment is entered against us in such litigation, or if we settle such litigation.

        Furthermore, rent control laws may affect our rental income. Especially in times of recession and economic slowdown, rent control initiatives can acquire significant political support. Were rent control to unexpectedly become applicable to certain of our properties, the effects on both our rental income and the value of such properties could be material and adverse.

Class action, tenant rights and consumer demands and litigation

        There are numerous tenants' rights and consumer rights organizations throughout the country that operate in our target markets, and as we grow in scale, we may attract attention from some of these organizations and become a target of legal demands or litigation. Many such consumer organizations

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have become more active and better funded in connection with mortgage foreclosure-related issues, and with the large settlements identified above and the increased market for single-family rentals arising from displaced homeownership, some of these organizations may shift their litigation, lobbying, fundraising and grass roots organizing activities to focus on landlord tenant issues. While we intend to conduct our business lawfully and in compliance with applicable landlord-tenant and consumer laws, such organizations might work in conjunction with trial and pro bono lawyers in one state or multiple states to attempt to bring claims against us on a class action basis for damages or injunctive relief. We cannot anticipate what form such legal actions might take, or what remedies they may seek. Additionally, these organizations may lobby local county and municipal attorneys or state attorneys general to pursue enforcement or litigation against us, or may lobby state and local legislatures to pass new laws and regulations to constrain our business operations. If they are successful in any such endeavors, they could directly limit and constrain our business operations, and may impose on us significant litigation expenses, including settlements to avoid continued litigation or judgments for damages or injunctions.

Poor tenant selection and defaults by renters may affect our financial performance and reputation.

        Our success will depend in large part upon our ability to attract and retain qualified tenants for our properties. This will depend, in turn, upon our ability to screen applicants, identify good tenants and avoid tenants who may default. We will inevitably make mistakes in our selection of tenants, and we may rent to tenants whose default on our leases or failure to comply with the terms of the lease or HOA regulations negatively affect our financial performance, reputation and the quality and value of our properties. For example, tenants may default on payment of rent, make unreasonable and repeated demands for service or improvements, make unsupported or unjustified complaints to regulatory or political authorities, make use of our properties for illegal purposes, damage or make unauthorized structural changes to our properties which may not be fully covered by security deposits, refuse to leave the property when the lease is terminated, engage in domestic violence or similar disturbances, disturb nearby residents with noise, trash, odors or eyesores, fail to comply with HOA regulations, sublet to less desirable individuals in violation of our leases, or permit unauthorized persons to live with them. In addition, defaulting renters of our residential real properties will often be effectively judgment-proof. The process of evicting a defaulting renter from a family residence can be adversarial, protracted and costly. Furthermore, some tenants facing eviction may damage or destroy the property. Damage to our properties may significantly delay re-leasing after eviction, necessitate expensive repairs or impair the rental income or value of the property, resulting in a lower than expected rate of return. In addition, we will incur turnover costs associated with re-leasing the properties such as marketing and brokerage commissions and will not collect revenue while the property sits vacant. Although our Manager will attempt to work with tenants to prevent such damage or destruction, there can be no assurance that our Manager will be successful in all or most cases. Such tenants will not only cause us not to achieve our financial objectives for the properties in which they live, but may subject us to liability, and may damage our reputation with our other tenants and in the communities where we do business.

Declining real estate valuations and impairment charges could adversely affect our earnings and financial condition.

        Our success will depend upon our ability to acquire rental properties at attractive valuations, such that we can earn a satisfactory return on the investment primarily through rental income and secondarily through increases in the value of the properties. If we overpay for properties or if their value subsequently drops or fails to rise because of market factors, we will not achieve our financial objectives.

        We will periodically review the value of our properties to determine whether their value, based on market factors, projected income and generally accepted accounting principles, has permanently

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decreased such that it is necessary or appropriate to take an impairment loss in the relevant accounting period. Such a loss would cause an immediate reduction of net income in the applicable accounting period and would be reflected in a decrease in our balance sheet assets. The reduction of net income from an impairment loss could lead to a reduction in our dividends, both in the relevant accounting period and in future periods. Even if we do not determine that it is necessary or appropriate to record an impairment loss, a reduction in the intrinsic value of a property would become manifest over time through reduced income from the property and would therefore affect our earnings and financial condition.

A prolonged economic slowdown or a lengthy or severe recession could impair our assets and harm our operations.

        The risks associated with our business are more severe during periods of economic slowdown or recession. For example, the ability of tenants to pay their rent typically depends on the income or assets of the tenant. During an economic slowdown, unemployment rises and increasing numbers of tenants have difficulty making payments on their obligations, including rent. Any sustained period of increased payment delinquencies or defaults could adversely affect our revenues, results of operations, financial condition, business prospects and ability to make distributions to stockholders. Thus any prolonged economic slowdown or a lengthy or severe recession, whether caused by global unrest, acts or threats of terrorism, breakdowns in the financial system or otherwise, could impair our assets or the performance of our assets and harm our operations.

Title defects and eminent domain could lead to material losses on our investments in our target assets.

        Although we currently intend to acquire title insurance on the majority of our residential properties when it is available, we will also acquire a number of our homes on an "as is" basis at auctions, without the benefit of title insurance prior to closing. Increased scrutiny of title matters, particularly in the case of foreclosures, could lead to legal challenges with respect to the validity of the sale. In the absence of title insurance, the sale may be rescinded and we may be unable to recover our purchase price. Title insurance obtained subsequent to purchase offers little protection against discoverable defects as they are typically excluded from such policies. Although our Manager will implement policies, procedures and practices to assess the state of title prior to purchase, there can be no assurance that these policies and procedures will be completely effective, which could lead to a material if not complete loss on our investment in such properties. In addition, even if we are able to acquire title insurance on a property, the insurance may not cover all defects and/or the significant legal costs associated with obtaining clear title.

        Our title to a property, especially those acquired at auction, may be challenged for a variety of reasons including allegations of defects in the foreclosure process. Title insurance may not prove adequate in these instances.

        It is also possible that governmental authorities may exercise eminent domain to acquire land on which our properties are built in order to build roads and other infrastructure. Any such exercise of eminent domain would allow us to recover only the fair value of the affected properties. Our acquisition strategy is premised on the concept that this "fair value" will be substantially less than the real value of the property for a number of years, and we could effectively have no profit potential from properties acquired by the government through eminent domain. Several cities are also exploring proposals to use eminent domain to acquire mortgages to assist homeowners to remain in their homes, potentially reducing the supply of single-family properties in our markets.

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We anticipate being involved in a variety of litigation.

        We anticipate involvement in a range of court actions in the ordinary course of business. These actions may include eviction proceedings and other landlord tenant disputes, challenges to title and ownership rights (including actions brought by prior owners alleging wrongful foreclosure by their lender or servicer), and issues with local housing officials arising from the condition or maintenance of the property. While we intend to vigorously defend any non-meritorious action or challenge, no assurance can be given that we will not be subject to material losses.

Increasing real estate taxes, HOA fees and insurance costs may negatively impact our financial condition.

        As a result of our substantial real estate holdings, the cost of real estate taxes and insuring our properties is a significant component of our expenses. In addition, a substantial portion of the properties in the Initial Portfolio are subject to HOAs, which have the power to increase monthly charges and make assessments for capital improvements and common area repairs. Real estate taxes, HOA fees and insurance premiums are subject to significant increases, which can be outside of our control. If the costs associated with real estate taxes, HOA fees and assessments or insurance should rise significantly and we are unable to raise rents to offset such increases, our results of operations would be negatively impacted.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

        In the ordinary course of our business we acquire and store sensitive data, including intellectual property, our proprietary business information and personally identifiable information of our prospective and current tenants, our employees and third-party service providers in our branch offices and on our networks and website. The secure processing and maintenance of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers or damage our reputation, which could adversely affect our results of operations and competitive position.

The requirements of being a public company may strain our resources and divert management's attention.

        As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, the listing requirements of the                        and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demands on our systems and resources, particularly after we are no longer an "emerging growth company," as discussed below. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to engage outside consultants to comply with these requirements, which will increase our costs and expenses.

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        In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

        For as long as we remain an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an "emerging growth company." We will remain an "emerging growth company" for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an "emerging growth company" as of the following December 31.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

        We may be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting.

        We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective.

        If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, investors could lose confidence in the accuracy and completeness of our financial reports, which could cause the price of our common stock to decline, and we may become subject to investigation or sanctions by the SEC. We will be required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial

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reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an "emerging growth company," if we take advantage of the exemptions contained in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future. In addition, to comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

We may not be able to effectively manage our growth.

        Over 50% of the assets in the portfolio to be acquired by us in the Formation Transactions were purchased by our Predecessor and the Provident Entities within the past 12 months. After the consummation of this offering, we plan to continue our rapid acquisition strategy, which will demand significant resources and attention from our Manager and may affect our financial performance. Our future operating results depend on our ability to effectively manage this rapid growth, which is dependent, in part, upon the ability of our Manager to:

    stabilize and manage a rapidly increasing number of properties and tenant relationships while maintaining a high level of customer service and building and enhancing our brand;

    identify and supervise an increasing number of suitable third parties on which our Manager relies to provide certain services to our properties;

    continue to improve our operational and financial controls and reporting procedures and systems; and

    scale our technology and other infrastructure platforms to adequately service new properties.

        We cannot assure you that our Manager will be able to achieve these results or that we may otherwise be able to manage our growth effectively. Any failure to do so may have an adverse effect on our business and financial results.

There are risks inherent in the Formation Transactions.

        We set the fair market value of the properties to be acquired in the Formation Transactions based on a number of estimates and assumptions. We did not obtain opinions of fair value from independent third-party appraisers for these properties. Our estimates and assumptions may prove incorrect or there may be unknown or unforeseen liabilities associated with these properties that could result in the fair market value of the properties being materially lower than our estimate.

        Additionally, if we suffer harm as a result of our Predecessor or the Provident Entities breaching any of the representations, warranties or covenants made by them in the documents governing the Formation Transactions, we may not have any recourse against them. Further, to the extent that we do have any claims at law or equity against them for such breaches, we cannot assure you that we will be able to obtain or enforce a judgment in our favor. Therefore, any breaches of their representations, warranties or covenants could adversely affect the value of the properties that we acquire in the Formation Transactions and our financial results.

Our financial results in the period or periods immediately following the consummation of this offering may not be reflective of our earnings potential and may cause our stock price to decline.

        Our financial results in the fiscal periods immediately following the consummation of this offering may not be representative of our future potential. Until we are able to fully deploy the proceeds of this

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offering, we will invest such funds in interest-bearing accounts and short-term, interest-bearing securities, with lower yield than we would expect to receive once these funds have been fully invested in our core single-family residential properties. In addition, since a significant portion of our Initial Portfolio was acquired within the past 12 months and we expect to experience rapid growth following this offering, we will have a greater percentage of our portfolio invested in assets in the process of stabilization than we would expect to have as a more mature operation. It will take time and significant cash resources to renovate, reposition and lease these properties in the process of stabilization. As a result, newly acquired properties will remain unproductive for some period of time following the offering and will reduce our overall financial performance. Our Manager will also incur additional reimbursable expenses to expand our operations, systems and infrastructure to support our growth. If we experience lower-than-expected financial results, our stock price and the value of your investment may decline.

        In addition, future equity or debt financings may impact our financial results in the fiscal periods following such financings for the same reasons listed above, which may similarly cause our stock price and the value of your investment to decline.

Risks Related to Our Relationship with our Manager

We are dependent upon our Manager, our Manager's operating subsidiary and their key personnel, who provide services to us through the management agreement and the property management and acquisition services agreement, and we may not find suitable replacements if these agreements are terminated or these key personnel leave our Manager or our Manager's operating subsidiary or otherwise become unavailable to us.

        We have no employees and no separate facilities. Instead, we are completely dependent upon our Manager and our Manager's operating subsidiary, which have significant discretion as to the implementation and execution of our investment and operating policies and business strategies. Our success will depend upon the efforts, experience, diligence, skill and network of business contacts of the officers and key personnel of our Manager and our Manager's operating subsidiary. The departure of any of the officers or key personnel of our Manager or our Manager's operating subsidiary could have a material adverse effect on our performance.

        After the second anniversary of this offering, our Manager and our Manager's operating subsidiary will not be obligated to dedicate any specific personnel exclusively to us. Some of the officers of our Manager or Manager's operating subsidiary have significant responsibilities for the other business of Pine River and as a result, these individuals may not always be willing or able to devote sufficient time to the management of our business.

        The initial terms of the management agreement with our Manager and the property management and acquisition services agreement with our Manager's operating subsidiary only extend until three years and one year after the close of this offering, respectively. If these agreements are terminated and no suitable replacement is found to manage us, we may not be able to execute our business plan.

We are dependent upon Pine River and its personnel, but cannot be assured of their continuing availability.

        Our Manager will, concurrently with the consummation of this offering, enter into a shared services and facilities agreement with Pine River pursuant to which Pine River provides our Manager with a portion of our Manager's personnel, services and resources necessary for our Manager to perform its obligations and responsibilities under the management agreement. Because we will not be a party to the shared services and facilities agreement, we will not have any recourse against Pine River if it does not fulfill its obligations under the shared services and facilities agreement or if Pine River and our Manager choose to amend or terminate the shared services and facilities agreement.

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Our Manager and certain of its affiliates may have interests that diverge from the interests of our common stockholders.

        We are subject to conflicts of interest arising out of our relationship with our Manager, our Manager's operating subsidiary, Pine River, Provident and each of their affiliates. Our Manager is a joint venture owned by Pine River and Provident. Each of Brian Taylor (a director nominee), Thomas Siering (a director nominee) and Timothy O'Brien (our General Counsel and Secretary) is a partner and owner of equity interests in Pine River. Irvin R. Kessler (a director nominee) is the managing member and owner of equity interests in Provident. These individuals, as well as our other executive officers and the employees of our Manager and its affiliates on whom we rely, could make substantial profits as a result of investment opportunities allocated to entities other than us. As a result, these individuals could pursue transactions that may not be in our best interest, which could have a material adverse effect on our operations and your investment.

After the end of the exclusivity periods with our Manager and our Manager's operating subsidiary, our Manager and our Manager's operating subsidiary may manage other single-family real estate portfolios, which may result in certain conflicts of interest that could have an adverse effect on our business.

        The management agreement and the property management and acquisition services agreement each provide that our Manager and our Manager's operating subsidiary, as applicable, may only manage single family real estate portfolios that are owned by us, our subsidiaries and any future joint venture in which we are an investor prior to the second anniversary of this offering. After the expiration of this exclusivity period, however, our Manager and our Manager's operating subsidiary will be free to manage single-family real estate portfolios owned by others. Our Manager and our Manager's operating subsidiary have developed and will continue to develop expertise, systems and relationships with third parties with respect to the acquisition, management and leasing of single-family real estate in our target markets. If our Manager and our Manager's operating subsidiary or another entity affiliated with these individuals were to manage other residential assets in the future, they may leverage the expertise and skills garnered as our Manager or our Manager's operating subsidiary to compete directly with us for acquisition opportunities, financing opportunities, tenants and in other aspects of our business, which could have an adverse effect on our business. Neither our Manager nor our Manager's operating subsidiary have any fiduciary duties to us and there is no assurance that any conflicts of interest will be resolved in favor of our stockholders.

        In contrast to many publicly traded REITs owning more traditional real estate asset classes or real estate-related securities portfolios, we believe that the success of our business will require a significantly higher level of hands-on day-to-day attention from our Manager and our Manager's operating subsidiary. If our Manager and our Manager's operating subsidiary were to manage other residential assets in the future, they will have less time available to devote to our business and may be unable to effectively allocate their time and other resources among multiple portfolios. Accordingly, the quality of services provided to us by our Manager or our Manager's operating subsidiary could decline, which could adversely impact all aspects of our business, including our growth prospects, tenant retention, occupancy and/or our results of operations.

The management agreement with our Manager and the property management and acquisition services agreement with our Manager's operating subsidiary were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties.

        The management agreement with our Manager and the property management and acquisition services agreement with our Manager's operating subsidiary were negotiated between related parties, and their terms, including fees payable to our Manager and our Manager's operating subsidiary, may not be as favorable to us as if they had been negotiated with unaffiliated third parties. The terms of these agreements and similar agreements may not solely reflect your best interest and may be overly

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favorable to the other party to such agreements including in terms of the substantial compensation to be paid to these parties under these agreements. Further, we may choose not to enforce, or to enforce less vigorously, our rights under the management agreement or the property management and acquisition services agreement because of our desire to maintain our ongoing relationships with our Manager, our Manager's operating subsidiary, Pine River and Provident.

Under our management agreement, our Manager has a contractually defined duty to us rather than a fiduciary duty.

        Under the management agreement, our Manager maintains a contractual as opposed to a fiduciary relationship with us which limits our Manager's obligations to us to those specifically set forth in the management agreement. The ability of our Manager (or its personnel) and its officers and employees to engage in other business activities may reduce the time our Manager spends managing us. In addition, unlike for directors, there is no statutory standard of conduct under the Maryland General Corporation Law, or the MGCL, for officers of a Maryland corporation. Instead, officers of a Maryland corporation, including officers who are employees of our Manager, are subject to general agency principals, including the exercise of reasonable care and skill in the performance of their responsibilities, as well as the duties of loyalty, good faith and candid disclosure.

Our Manager and its employees and members have a conflict of interest because the advisory management fee is based on our fully diluted market capitalization, not our financial performance, and because our Manager passes through most of its costs and expenses to us regardless of performance or efficiency.

        In contrast to other asset and property managers that receive a fee based on assets or properties under management or a success fee based on financial performance, our Manager is entitled to receive an advisory management fee that is based on the market capitalization of our common stock at the end of each quarter, regardless of our financial performance. Accordingly, significant advisory management fees will be payable to our Manager even if we experience net losses. The advisory management fee structure gives our Manager the incentive to maximize market capitalization by the issuance of new common stock and the expansion of our scale of operations, regardless of the effect of this action on existing stockholders. In other words, the advisory management fee structure rewards our Manager primarily based on the equity value of Silver Bay, and not based on our returns to stockholders. Our advisory management fee structure would reward our Manager for issuances of common stock in the future, even if the net proceeds of such offerings cannot be invested in single-family properties with attractive yield characteristics. Any such offering would dilute our earnings and reduce distributions to our then-existing stockholders, but would provide economic benefits to our Manager. In addition, our Manager will have an economic incentive to fund future growth through the issuance of equity capital as opposed to employing leverage. Although the use of leverage would be expected to increase returns on equity, which might make our stock price rise and, consequently, increase our market capitalization, debt financing would not be expected to have nearly the same direct and immediate impact on advisory management fees as equity financing.

        In addition to the risk that our Manager may have financial incentives to take actions that are contrary to the interests of our stockholders, there is a risk that our advisory management fee structure will not provide adequate incentives to ensure that our Manager will devote its time and efforts to contain costs and maximize distributable cash. Because market capitalization can be increased through additional sales of common stock at reduced prices that provide new investors with an appropriate yield, there is a significant risk that our Manager could receive higher levels of compensation despite a failure to maximize distributable cash or achieve an attractive yield for the investors in this offering.

        Pursuant to the management agreement we must pay all costs and expenses of our Manager incurred in providing services to us except for certain expressly defined employee costs. Pursuant to the property management and acquisition services agreement, we must pay all costs and expenses incurred

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on our behalf in the operation of our Manager's operating subsidiary, including all personnel costs. The right of our Manager and our Manager's operating subsidiary to such reimbursement reduces their incentive to negotiate favorable contracts with third parties and minimize costs and expenses in operating our business, which could negatively affect our financial results.

Our management agreement requires us to pay our Manager a substantial fee in the event of a termination of the management agreement, which may adversely affect our inclination to end our relationship with our Manager.

        Termination of the management agreement with our Manager without cause is difficult and costly. The term "cause" is limited to certain specifically described circumstances. The management agreement provides that, in the absence of cause, we may only terminate it upon the vote of at least two-thirds of all of our independent directors and after giving 180 days' notice and providing our Manager with an opportunity to remedy any unsatisfactory performance.

        Additionally, upon a termination by us without cause (or upon a termination by our Manager due to our material breach), the management agreement requires us to pay our Manager a termination payment equal to 4.5% of the daily average of our fully diluted market capitalization in the quarter preceding such termination. This provision increases the effective cost to us of terminating our relationship with our Manager, even if we believe that our Manager's performance is not satisfactory.

        Our Manager is only contractually committed to serve us until the third anniversary of the closing of this offering. Thereafter, the management agreement is renewable on an annual basis; provided, however, that our Manager may terminate the management agreement annually upon 180 days' prior notice. If the management agreement is terminated and no suitable replacement is found to manage us, we may not be able to execute our business plan.

The liability of our Manager, Pine River and Provident are limited under the management agreement, and we have agreed to indemnify our Manager and its affiliates and advisers, including Pine River and Provident, against certain liabilities. As a result, we could experience poor performance or losses for which our Manager, Pine River and Provident would not be liable.

        Pursuant to the management agreement, our Manager does not assume any responsibility other than to render the services called for thereunder and will not be responsible for any action of our board of directors in following or declining to follow its advice or recommendations. Our Manager and its officers, stockholders, members, managers, personnel and directors, any person controlling or controlled by our Manager and any person providing sub-advisory services to our Manager (which include Pine River and Provident) will not be liable to us, any of our subsidiaries, any of our directors, stockholders or partners or any subsidiary's stockholders, members or partners for acts or omissions performed in accordance with or pursuant to the management agreement, except by reason of acts constituting reckless disregard of our Manager's duties under the management agreement that have a material adverse effect on us, willful misconduct or gross negligence, as determined by a final non-appealable order of a court of competent jurisdiction. We have agreed to indemnify our Manager and its affiliates, including Pine River and Provident, with respect to all expenses, losses, damages, liabilities, demands, charges and claims arising from acts or omissions of such indemnified parties not constituting reckless disregard of our Manager' duties under the management agreement that have a material adverse effect on us, willful misconduct or gross negligence. As a result, if we experience poor performance or losses, our Manager would not be liable.

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We expect our board of directors to approve very broad investment guidelines and not review or approve each acquisition decision made by our Manager.

        Our board of directors will periodically review and update our investment guidelines and will also review our portfolio of residential real estate and short-term investments, but it will not review or approve specific property acquisitions. Our Manager has great latitude within the broad parameters of the investment guidelines set by our board of directors in determining our acquisition strategies, which could result in net returns that are substantially below expectations or that result in material losses.

Our board of directors may change any of our strategy or investment guidelines, financing strategy or leverage policies without stockholder consent.

        Our board of directors may change any of our strategies, policies or procedures with respect to property acquisitions and divestitures, asset allocation, growth, operations, indebtedness, financing and distributions at any time without the consent of stockholders, which could result in our acquiring properties that are different from, and possibly riskier than, the types of single-family residential real estate investments described in this prospectus. These changes could adversely affect our financial condition, risk profile, results of operations, the market price of our common stock and our ability to make distributions to stockholders.

Risks Related to Our Common Stock

There is no public market for our common stock and a market may never develop, which could cause our common stock to trade at a discount and make it difficult for holders of our common stock to sell their shares.

        Our shares of common stock are newly issued securities for which there is no established trading market. We intend to apply to list our common stock on the                        under the trading symbol "            ." However, there can be no assurance that an active trading market for our common stock will develop, or if one develops, be maintained. Accordingly, no assurance can be given as to the ability of our stockholders to sell their common stock or the price that our stockholders may obtain for their common stock.

        Some of the factors that could negatively affect the market price of our common stock include:

    our actual or projected operating results, financial condition, cash flows and liquidity or changes in business strategy or prospects;

    actual or perceived conflicts of interest with our Manager, our Manager's operating subsidiary or their affiliates and individuals, including our executives;

    equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur;

    actual or anticipated accounting problems;

    publication of research reports about us or the real estate industry;

    changes in market valuations of similar companies;

    adverse market reaction to any increased indebtedness we incur in the future;

    additions to or departures of our Manager's or our Manager's operating subsidiary's key personnel;

    speculation in the press or investment community;

    our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;

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    increases in market interest rates, which may lead investors to seek alternative investments paying higher dividends or interest, or to demand a higher distribution yield for our common stock, if we have begun to make distributions to our stockholders, and would result in increased interest expense on our variable rate debt, if any;

    failure to maintain our REIT qualification;

    price and volume fluctuations in the stock market generally; and

    general market and economic conditions, including the current state of the credit and capital markets.

Sales of common stock in the future may have adverse effects on our share price.

        Subject to applicable law, our board of directors has the authority, without further stockholder approval, to issue additional authorized shares of common stock and preferred stock (or securities which are convertible or exchangeable for common stock or preferred stock) on the terms and for the consideration it deems appropriate. We cannot predict the effect, if any, of future sales of our common stock, or the effect, if any, of the availability of shares for future sales, on the market price of our common stock. We may expand the scale of our operations and may utilize the proceeds of future equity offerings to accomplish that strategy. To the extent the proceeds of any future equity offering are invested in residential assets that have less favorable yield characteristics than our then existing portfolio, our stockholders will suffer dilution in their yield and distributable cash per share.

        As of the closing of this offering, Two Harbors and Provident and their respective affiliates will beneficially own an aggregate of                        shares of our common stock, or approximately        % of our outstanding common stock on a fully diluted basis after giving effect to the offering and the Formation Transactions. Shares distributed or issued to Two Harbors stockholders or Prior Provident Investors will be subject to a 90-day lock-up period, except for shares distributed or issued to our directors and officers, which will be subject to a 180-day lock-up. Following such distributions, these shares will be freely transferable without restriction. The market price of our common stock may decline significantly when the restrictions on resale by certain of our stockholders lapse. Sales of substantial amounts of common stock or the perception that such sales could occur may adversely affect the prevailing market price for our common stock.

We have not established a minimum distribution payment level and we cannot assure you of our ability to pay distributions in the future.

        We are generally required to distribute to our stockholders at least 90% of our taxable income each year for us to qualify as a REIT under the Internal Revenue Code, or the Code, which requirement we currently intend to satisfy through quarterly cash distributions of all or substantially all of our REIT taxable income in such year, subject to certain adjustments. We have not established a minimum distribution payment level and our ability to pay distributions may be adversely affected by a number of factors, including the risk factors described in this prospectus. All distributions will be made at the discretion of our board of directors and will depend on our earnings, financial condition, maintenance of our REIT qualification and other factors that our board of directors may deem relevant from time to time. As a result, no assurance can be given that we will be able to make distributions to our stockholders at any time or that the level of any distributions will achieve any specific market yield or will increase or be maintained over time. Any failure to achieve expected distributions could materially and adversely affect the price of our common stock.

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We may use a portion of the net proceeds from this offering to make distributions, which would, among other things, reduce our cash available for investing.

        Prior to the time we have fully invested the net proceeds of this offering, we may fund our quarterly distributions out of the net proceeds of the offering, which would reduce the amount of cash we have available for investing and other purposes. The use of these net proceeds for distributions could be dilutive to our financial results. In addition, funding our distributions from our net proceeds may constitute a return of capital to our investors, which would have the effect of reducing each stockholder's basis in its shares of our common stock.

We may employ leverage in the future which could expose us to additional risks, may impair our ability to pay dividends and may adversely affect the market price of our common stock.

        If we incur indebtedness in the future to fund our growth or operations, it is likely that the instruments governing such indebtedness will contain covenants restricting our operating flexibility. We may incur debt that is secured by all or a portion of the residences in our portfolio. We will bear the costs and fees associated with any such incurrence and ongoing interest expense that will reduce the amount of funds available to common stockholders. Because our decision to issue debt will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future incurrence and any such incurrence could reduce the market price of our common stock.

We are an "emerging growth company" and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

        We are an "emerging growth company" as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Risks Related to Our Organization and Structure

Certain provisions of Maryland law could inhibit changes in control.

        Certain provisions of the MGCL may have the effect of deterring a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-prevailing market price of our common stock. We are subject to the "business combination" provisions of the MGCL that, subject to limitations, prohibit certain business combinations (including a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities) between us and an "interested stockholder" (defined generally as any person who beneficially owns 10% or more of our then outstanding voting capital stock or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting capital stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder. After the five-year prohibition, any business combination between us and an interested stockholder generally must be recommended by our board of directors and approved by the

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affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding shares of our voting capital stock; and (2) two-thirds of the votes entitled to be cast by holders of voting capital stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if our common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a board of directors prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, our board of directors has by resolution exempted business combinations between us and any other person, provided that such business combination is first approved by our board of directors (including a majority of our directors who are not affiliates or associates of such person), and between us and Pine River, Provident, Two Harbors, or any of their respective affiliates, without the need for additional board approval. See "Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws—Business Combinations."

        The "control share" provisions of the MGCL provide that "control shares" of a Maryland corporation (defined as shares which, when aggregated with other shares controlled by the stockholder (except solely by virtue of a revocable proxy), entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of "control shares") have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquiror of control shares, our officers and our personnel who are also our directors. Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock. There can be no assurance that this provision will not be amended or eliminated at any time in the future. See "Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws—Control Share Acquisitions."

        The "unsolicited takeover" provisions of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain provisions if we have a class of equity securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act (which we will have upon the completion of this offering), and at least three independent directors. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide the holders of shares of common stock with the opportunity to realize a premium over the then current market price. Our charter contains a provision whereby we have elected to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our board of directors. See "Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws—Subtitle 8."

        In addition, certain other provisions of Maryland law and our charter and bylaws may inhibit changes in control. See "Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws."

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Our authorized but unissued shares of common and preferred stock may prevent a change in our control.

        Our charter authorizes our board of directors to issue additional authorized but unissued shares of common or preferred stock. In addition, our board of directors may, without stockholder approval, amend our charter to increase the aggregate number of our shares of stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of directors may establish a series or class of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our shares of common stock or otherwise be in the best interest of our stockholders.

Risks Related to Our Taxation as a REIT

If we do not qualify as a REIT or fail to remain qualified as a REIT, we will be subject to federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.

        We intend to operate in a manner that will allow us to qualify as a REIT for federal income tax purposes. Although we do not intend to request a ruling from the Internal Revenue Service, or the IRS, as to our REIT qualification, we expect to receive an opinion of Orrick, Herrington & Sutcliffe LLP with respect to our qualification as a REIT in connection with the offering of our common stock. Investors should be aware, however, that opinions of counsel are not binding on the IRS or any court. The opinion of Orrick, Herrington & Sutcliffe LLP will not be binding on the IRS and will be based on Orrick, Herrington & Sutcliffe LLP's review and analysis of existing law and on certain representations as to factual matters made by us, including representations relating to our assets and the sources of our income. The opinion will be expressed as of the date issued and will not cover subsequent periods. Orrick, Herrington & Sutcliffe LLP will have no obligation to advise us or the holders of our common stock of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in applicable law. Furthermore, both the validity of the opinion of Orrick, Herrington & Sutcliffe LLP, and our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis, the results of which will not be monitored by Orrick, Herrington & Sutcliffe LLP.

        If we were to fail to qualify as a REIT in any taxable year, we would be subject to federal (and applicable state and local) income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Dividends paid to our stockholders would not be deductible by us in computing our taxable income and would be taxable to our stockholders under the rules generally applicable to corporate distributions. The corporate tax liability arising from this inability to deduct dividends paid could be substantial and would reduce the amount of cash available for distribution to our stockholders, which in turn could have an adverse impact on the value of our common stock. Unless we were entitled to relief under certain Internal Revenue Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year in which we failed to qualify as a REIT.

Dividends payable by REITs do not generally qualify for the reduced tax rates available for some dividends.

        The federal income tax rate on certain corporate dividends paid to individuals and other non-corporate taxpayers is at a reduced rate of 15% (until December 31, 2012). It is uncertain whether this reduced rate will be continued beyond the scheduled expiration date. Dividends paid by REITs to individuals and other non-corporate stockholders are not generally eligible for the reduced rate. This may cause investors to view REITs investments to be less attractive than investments non-REITs, which in turn may adversely affect the value of stock of REITs, including our common stock.

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REIT distribution requirements could adversely affect our economic performance.

        We generally must distribute annually at least 90% of our taxable income, subject to certain adjustments and excluding any net capital gain, in order to comply with REIT requirements. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount required under the Code. We intend to make distributions to our stockholders to comply with the REIT requirements of the Code.

        Compliance with the REIT distribution requirements may hinder our ability to grow, which could adversely affect the value of our common stock. Furthermore, we may find it difficult or impossible to meet distribution requirements in certain circumstances. The requirement to distribute most of our taxable income could cause us to: (i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that would otherwise be used to make future acquisitions or capital expenditures or (iv) make a taxable distribution of our shares as part of a distribution in which stockholders may elect to receive shares or cash, in order to comply with REIT requirements. These alternatives could adversely affect our economic performance.

If the initial tax basis that we establish for our assets is challenged by the IRS, we may have to distribute additional amounts in order to satisfy the REIT distribution requirements.

        We will establish our initial tax basis in the assets received in the Formation Transactions in part by reference to the trading price of our common stock. The IRS could assert that our initial tax basis is less than the amount determined by us (or is a carryover basis). If the IRS were successful in sustaining such an assertion, this would result in decreased depreciation deductions and increased gain on any asset dispositions, and thus increased taxable income, as compared to the amounts we had originally calculated and reported. This could result in our being required to distribute additional amounts in order to maintain our REIT status and avoid corporate taxes and also could result in our owing interest and penalties.

The stock ownership limit imposed by the Code for REITs and our charter may restrict our business combination opportunities.

        In order for us to maintain our qualification as a REIT under the Code, not more than 50% in value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year following our first year. Our charter, with certain exceptions, authorizes our board of directors to take the actions that are necessary and desirable to preserve our qualification as a REIT. Our charter provides that, unless exempted by our board of directors, no person may own more than 9.8% of the aggregate value of our outstanding capital stock. Our board may grant an exemption in its sole discretion, subject to such conditions, representations and undertakings as it may determine. The ownership limits imposed by the tax law are based upon direct or indirect ownership by "individuals," but only during the last half of a tax year. The ownership limits contained in our charter key off of the ownership at any time by any "person," which term includes entities. These ownership limitations in our charter are common in REIT charters and are intended to provide added assurance of compliance with the tax law requirements and to minimize administrative burdens. However, these ownership limits might also delay or prevent a transaction or a change in our control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

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Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow.

        Even if we qualify for taxation as a REIT, we may be subject to certain federal, state and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property and transfer taxes. In addition, we could, in certain circumstances, be required to pay an excise tax or penalty tax (which could be significant in amount) in order to utilize one or more of the relief provisions under the Internal Revenue Code to maintain our qualification as a REIT. In addition, in order to meet the REIT qualification requirements or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from sales of "dealer property," we may hold some of our assets or conduct activities through subsidiary corporations that will be subject to corporate-level income tax at regular rates (a "taxable REIT subsidiary", or "TRS"). In addition, if we lend money to a TRS, the TRS may be unable to deduct all or a portion of the interest paid to us, which could result in an even higher corporate level tax liability. Any of these taxes would decrease cash available for distribution to our stockholders.

        Furthermore, the Internal Revenue Code imposes a 100% tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm's length basis. We will structure our transaction with any TRS on terms that we believe are arm's length to avoid incurring the 100% excise tax described above. There can be no assurances, however, that we will be able to avoid application of the 100% tax.

Complying with REIT requirements may cause us to forgo otherwise attractive opportunities.

        To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts that we distribute to our stockholders and the ownership of our stock. We may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution, and may be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

Complying with REIT requirements may force us to liquidate otherwise attractive investments.

        To qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-backed securities. The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer (other than a TRS), and no more than 25% of the value of our total assets can be represented by securities of one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate from our portfolio otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

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We may in the future choose to pay dividends in our own stock, in which case our stockholders may be required to pay income taxes in excess of the cash dividends they receive.

        We may in the future distribute taxable dividends that are payable in cash and shares of our common stock at the election of each stockholder, but subject to a limitation on the amount of cash that may be distributed. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend, whether received as cash or shares of our common stock, as ordinary income to the extent of our current and accumulated earnings and profits for federal income tax purposes. As a result, stockholders may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells the stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock.

        Under a previously applicable Revenue Procedure, 90% of taxable cash/stock dividends of a REIT could be paid in stock. It is unclear whether and to what extent we will be able to pay taxable dividends in cash and stock. Moreover, various aspects of such a taxable cash/stock dividend are uncertain and have not yet been addressed by the IRS. No assurance can be given that the IRS will not impose additional requirements in the future with respect to taxable cash/stock dividends or assert that the requirements for such taxable cash/stock dividends have not been met.

The REIT rules relating to prohibited transactions could affect our disposition of assets and adversely affect our profitability.

        From time to time, we may choose to transfer or dispose of some of the properties in our portfolios. A REIT's net income from "prohibited transactions" is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business, or "dealer property." We intend to conduct our activities so as not to generate prohibited transaction income. However, the avoidance of this tax on prohibited transactions could cause us to undertake less substantial sales of property than we would otherwise undertake in order to maximize our profits. In addition, we may have to sell numerous properties to a single or a few purchasers, which could cause us to be less profitable than would be the case if we sold properties on a property-by-property basis.

If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we could fail to qualify as a REIT and suffer other adverse consequences.

        We believe that the Operating Partnership is organized and will be operated in a manner so as to be treated as a partnership and not an association or a publicly traded partnership taxable as a corporation, for federal income tax purposes. As a partnership, the Operating Partnership will not be subject to federal income tax on its income. Instead, each of the partners will be allocated its share of the Operating Partnership's income. No assurance can be provided, however, that the IRS will not challenge the operating partnership's status as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, we could fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, could cease to qualify as a REIT. Also, the failure of the Operating Partnership to qualify as a partnership would cause it to become subject to federal corporate income

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tax, which would reduce significantly the amount of its cash available for distribution to its partners, including us.

Distributions to tax-exempt investors may be classified as unrelated business taxable income.

        Neither ordinary nor capital gain distributions with respect to our common stock nor gain from the sale of common stock should generally constitute unrelated business taxable income to a tax-exempt investor. However, there are certain exceptions to this rule. In particular:

    part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock may be treated as unrelated business taxable income if shares of our common stock are predominantly held by qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting one of the REIT ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income;

    part of the income and gain recognized by a tax-exempt investor with respect to our common stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the common stock; and

    part or all of the income or gain recognized with respect to our common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from federal income taxation under the Internal Revenue Code may be treated as unrelated business taxable income.

Qualifying as a REIT involves highly technical and complex provisions of the Code.

        Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In addition, our ability to satisfy the requirements to qualify as a REIT may depend in part on the actions of third parties over which we may have no control or only limited influence, including in cases where we own an equity interest in an entity that is classified as a partnership for federal income tax purposes.

New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT.

        The present federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect the federal income tax treatment of an investment in us. The federal income tax rules relating to REITs constantly are under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, which results in frequent statutory changes and revisions to regulations and interpretations. Revisions in federal tax laws and interpretations thereof could adversely affect us or cause us to change our investments and commitments and affect the tax considerations of an investment in us.

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FORWARD-LOOKING STATEMENTS

        Some of the statements contained in this prospectus constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

        The forward-looking statements contained in this prospectus reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. Statements regarding the following subjects, among others, may be forward-looking:

    use of proceeds in this offering;

    our business and investment strategy;

    our projected operating results;

    adverse economic or real estate developments in our target markets;

    defaults on, early terminations of or non-renewal of leases by tenants;

    difficulties in identifying properties to acquire and completing acquisitions;

    increased time and/or expense to gain possession and renovate properties;

    our failure to successfully operate acquired properties and operations;

    increased operating costs;

    decreased rental rates or increased vacancy rates;

    our ability to obtain financing arrangements;

    general volatility of the markets in which we participate;

    our expected investments;

    interest rates and the market value of our target assets;

    impact of changes in governmental regulations, tax law and rates, and similar matters;

    our ability to maintain our qualification as a REIT for U.S. federal income tax purposes;

    availability of qualified personnel;

    estimates relating to our ability to make distributions to our stockholders in the future;

    our understanding of our competition; and

    market trends in our industry, real estate values, the debt securities markets or the general economy.

        While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see the section above entitled "Risk Factors."

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USE OF PROCEEDS

        We are offering                        shares of our common stock at the anticipated public offering price of $            per share. We estimate that the net proceeds we will receive from selling common stock in this offering will be approximately $             million, after deducting underwriting discounts and commissions and estimated offering expenses of approximately $             million (or, if the underwriters exercise their over-allotment option in full, approximately $             million, after deducting underwriting discounts and commissions and estimated offering expenses of approximately $             million).

        We will contribute the net proceeds of this offering to the Operating Partnership, which will use the net proceeds of this offering to purchase additional single-family properties, to renovate such properties for rental to tenants, for working capital and to fund any cash payments to Prior Provident Investors. Pending application of any portion of the net proceeds, we or the Operating Partnership will invest such funds in interest-bearing accounts and short-term, interest-bearing securities as is consistent with our intention to qualify for taxation as a REIT. These investments are expected to provide lower net return than what we will seek to achieve from our target assets.

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DISTRIBUTION POLICY

        We intend to make quarterly distributions to our stockholders. U.S. federal income tax law requires that a REIT distribute annually at least 90% of its net taxable income, excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income, including capital gains. For more information, please see "U.S. Federal Income Tax Considerations." We currently do not intend to use the proceeds of this offering to make distributions to our stockholders.

        To the extent that in respect of any calendar year, cash available for distribution is less than our taxable income, we could be required to sell assets to make cash distributions or make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. We generally will not be required to make distributions with respect to activities conducted through any TRS. For more information, see "U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT."

        Dividends and other distributions will be authorized by our board of directors in its sole discretion out of funds legally available therefor and will be dependent upon a number of factors, including actual results of operations, restrictions under Maryland law, our financial condition and other factors described below. We cannot assure you that our distributions will be made or sustained or that our board of directors will not change our distribution policy in the future. Any dividends or other distributions we pay in the future will depend upon our actual results of operations, economic conditions, debt service requirements and other factors that could differ materially from our current expectations. Our actual results of operations will be affected by a number of factors, including the revenue we receive from our assets, our operating expenses, interest expense and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, please see "Risk Factors."

        We anticipate that our distributions generally will be taxable as ordinary income to our stockholders, although a portion of the distributions may be designated by us as qualified dividend income or capital gain, or may constitute a return of capital. We will furnish annually to each of our stockholders a statement setting forth distributions paid during the preceding year and their characterization as ordinary income, return of capital, qualified dividend income or capital gain. For a more complete discussion of the tax treatment of distributions to holders of shares of our common stock, see "U.S. Federal Income Tax Considerations."

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CAPITALIZATION

        The following table sets forth the capitalization of (1) our Predecessor as of June 30, 2012 and (2) on a pro forma, as-adjusted basis to reflect the Formation Transactions and the sale of                        shares of our common stock in this offering at an assumed public offering price of $            per share after deducting the underwriting discount and commissions and estimated organizational and offering expenses payable by us. You should read this table together with "Use of Proceeds" included elsewhere in this prospectus.

 
  As of June 30, 2012  
 
  Predecessor   Pro Forma As
Adjusted(1)(2)
 
 
   
  (Unaudited)
 
 
  (in thousands, except share amounts)
 

Total debt

  $   $    

Stockholders' equity:

             

Common stock, par value $0.01 per share;                         shares authorized, and                         shares issued and outstanding, actual and                         shares authorized, and                         shares issued and outstanding, as adjusted

           

Preferred stock, par value $0.01 per share; 0 shares authorized and 0 shares issued and outstanding, actual and                         shares authorized and                         shares issued and outstanding, as adjusted

           

Additional paid in capital

           

Non-controlling interest:

           

Common units—Operating Partnership

           

Total equity of Predecessor(3)

    100,557        
           

Total stockholders' equity

    100,557        
           

Total capitalization

  $ 100,557   $    
           

(1)
Does not include (a) 1,000 shares of common stock initially issued to our Manager and which will be repurchased by us at cost upon the completion of this offering, (b) any shares of common stock that may be issued pursuant to the underwriters' over-allotment option to purchase up to an additional                         shares of our common stock, (c)                         additional shares of common stock reserved for issuance under the 2012 Equity Incentive Plan and (d)                         shares of common stock reserved for issuance upon redemption of common units in the Operating Partnership owned by Prior Provident Investors and issued as part of the Formation Transactions.

(2)
Assumes                        shares of our common stock are sold in this offering at $            per share (the midpoint of the price range set forth on the cover page of this prospectus).

(3)
The amount reflected in the Predecessor column represents the total historical equity interest as of June 30, 2012.

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DILUTION

        Purchasers of shares of our common stock offered in this prospectus will experience an immediate dilution in the net tangible book value per share of our common stock from the initial public offering price. As of June 30, 2012, we had a pro forma combined net tangible book value of $             million, or $            per share of our common stock, after giving effect to the Formation Transactions. After giving effect to the sale of the shares of our common stock offered hereby, including the use of proceeds as described under "Use of Proceeds," and the Formation Transactions, and the deduction of underwriting discounts and commissions and estimated offering and formation expenses, the pro forma net tangible book value as of June 30, 2012 attributable to common stockholders would have been $             million, or $            per share of our common stock, assuming the redemption of common units representing limited partner interests in the Operating Partnership for shares of our common stock on a one-for-one basis. This amount represents an immediate increase in net tangible book value of $            per share to existing investors and an immediate dilution in pro forma net tangible book value of $            per share to new public investors. The following table illustrates this per share dilution:

Assumed initial public offering price per share

      $

Net tangible book value per share before the Formation Transactions and this offering

  $    

Net increase/decrease in pro forma net tangible book value per share attributable to the Formation Transactions and this offering

       
         

Pro forma net tangible book value per share after the Formation Transactions and this offering

       
         

Dilution in pro forma net tangible book value per share to new investors

      $
         

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SELECTED FINANCIAL AND OTHER DATA

        We have presented the following selected unaudited pro forma consolidated financial information on (1) a pro forma basis for Silver Bay after giving effect to the offering and the Formation Transactions, including the acquisition of the Provident Entities and required purchase accounting adjustments and the use of net proceeds therefrom, (2) the consolidated historical operations for Two Harbors Property Investment LLC and its subsidiaries, which we refer to collectively as our Predecessor and (3) the combined historical operating data for the Provident Entities. We have not presented historical information for Silver Bay Realty Trust Corp. because we have not had any corporate activity since our formation other than the issuance of 1,000 shares of common stock to our Manager in connection with our initial capitalization. We have not presented historical operating data for the year ended December 31, 2011 for our Predecessor because it did not begin acquiring properties until 2012.

        The pro forma and combined historical financial information and the offering and the Formation Transactions, including the purchase accounting adjustments, are provided and discussed in detail in the unaudited pro forma financial information beginning on page F-2 of the financial statements included elsewhere in this prospectus.

        You should read the following selected financial data in conjunction with our financial statements and the financial statements of our Predecessor and the Provident Entities and the related notes, which are included elsewhere in this prospectus, and with "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        The selected historical consolidated balance sheet data as of June 30, 2012 and the historical financial information for the six months ended June 30, 2012 for our Predecessor, and the historical information for the six months ended June 30, 2012 and 2011 and the years ended December 31, 2011 and 2010 for the Provident Entities, have been derived from the consolidated audited financial statements of our Predecessor and the combined statements of revenues and certain operating expenses for the Provident Entities included elsewhere in this prospectus. The combined statements of revenues and certain operating expenses for the Provident Entities have been prepared on the accrual basis of accounting for the purpose of complying with Rule 3-14 of Regulation S-X of the SEC. Certain historical expenses that may not be comparable to the expenses expected to be incurred in the future have been excluded, including depreciation and amortization and other overhead costs not directly related to the future operations of the Provident Entities. We have also not provided historical balance sheet data for the Provident Entities as the historical data will not be comparable to the balance sheet reflected in our consolidated financial statements and is not required under Rule 3-14.

        Our unaudited selected pro forma condensed consolidated balance sheet as of June 30, 2012 and operating data as of and for the six months ended June 30, 2012 and for the year ended December 31, 2011 assumes completion of this offering, the Formation Transactions and the other adjustments described in the unaudited pro forma financial information beginning on page F-2 of this prospectus, as of January 1, 2011 for the statement of operations data and as of June 30, 2012 for the balance sheet data. The historical balances of our Predecessor have been reflected at carryover basis because, for accounting purposes, the transfer and assignment of our Predecessor's ownership interest in exchange for shares of our common stock and this offering are not deemed a business combination and do not result in a change of control. The Provident Entities' basis, however, has been recorded at fair value as of June 30, 2012 because our acquisition of the Provident Entities is deemed to be a purchase of a controlling interest. The purchase price allocations have not been finalized and are subject to change based upon recording of actual transaction costs, finalization of working capital adjustments for our Predecessor and the Provident Entities and completion of our analysis of the fair value of the Provident Entities.

        The unaudited pro forma condensed consolidated balance sheet is presented for illustrative purposes only and is not necessarily indicative of what the actual financial position would have been had the transactions referred to above occurred on June 30, 2012, nor does it purport to represent the

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future financial position of the company. The unaudited pro forma condensed consolidated statements of operations are presented for illustrative purposes only and are not necessarily indicative of what the actual results of operations would have been had the transactions referred to above occurred on January 1, 2011, nor does it purport to represent the future results of operations of the company.

 
  Six Months Ended June 30,   Year Ended December 31,  
 
  Pro Forma   Predecessor
Historical
  Provident Entities—
Historical
  Pro Forma   Provident Entities—
Historical
 
(Dollar amounts in thousands
except other data)
  2012   2012   2012   2011   2011   2011   2010  
 
  (Unaudited)
   
  (Unaudited)
  (Unaudited)
  (Unaudited)
   
   
 

Statement of Operations Data:

                                           

Revenue:

                                           

Rental income

  $     $ 87   $ 4,484   $ 2,025   $     $ 5,095   $ 1,739  

Other income

              80     96           187     138  
                               

Total revenue

          87     4,564     2,121           5,282     1,877  

Expenses:

                                           

Property operating and maintenance

          136     1,200     376           1,767     417  

Real estate taxes

          120     787     343           883     264  

Home owner's association fees

          7     753     273           790     272  

Property management fees

          9     323     131           354     120  

Depreciation and amortization

          32                        

Advisory management fee

          194                        

General and administrative

          193                        
                               

Total expenses

          691     3,063     1,123           3,794     1,073  
                               

Net income (loss)(1)

  $     $ (604 ) $ 1,501   $ 998   $     $ 1,488   $ 804  
                               

 

 
  As of June 30, 2012    
   
   
   
   
 
Balance Sheet Data:
  Pro Forma   Predecessor
Historical
   
   
   
   
   
 
 
  (Unaudited)
   
   
   
   
   
   
 

Net investment in real estate

  $     $ 71,726                                

Cash and cash equivalents

          1,319                                

Escrow deposits(2)

          28,693                                

Other assets

          58                                

Total assets

          101,796                                

Total liabilities

          1,239                                

Total equity

          100,557                                

 

Other Data:
  As of June 30, 2012    
   
   
   
 
 
  Combined   Predecessor   Provident
Entities
   
   
   
   
 
 
  (Unaudited)
  (Unaudited)
  (Unaudited)
   
   
   
   
 

Total properties owned

    1,583     702     881                          

Properties owned for at least six months

    743         743                          

Leased properties owned for at least six months

    682         682                          

Occupancy percentage of properties owned for at least six months

    92 %   N/A (3)   92 %                        

Average monthly rent per leased property

  $ 1,109   $ 1,008   $ 1,121                          

(1)
Amounts for the Provident Entities represent the excess of revenues over certain operating expenses.
(2)
Escrow deposits include refundable cash on deposit with property acquisition managers for property purchases, renovation costs, and earnest money deposits.
(3)
As of June 30, 2012, our Predecessor had not held any properties longer than six months.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

        The following discussion should be read in conjunction with the financial statements and related notes appearing elsewhere in this prospectus. Where appropriate, the following discussion includes analysis of the effects of the Formation Transactions, certain other transactions and this offering. These effects are reflected in the pro forma condensed consolidated financial statements located elsewhere in this prospectus. As used in this section, unless the context otherwise requires, "we," "us," "our," and "company" mean our predecessor, Two Harbors Property Investment LLC, and the Provident Entities for the periods prior to this offering and the Formation Transactions and Silver Bay Realty Trust Corp. and its consolidated subsidiaries upon consummation of this offering and the Formation Transactions.

Overview

Our Company

        Silver Bay Realty Trust Corp. is a newly organized Maryland corporation focused on the acquisition, renovation, leasing and management of single-family properties. We generate virtually all of our revenue by leasing our portfolio of single-family properties and, from this revenue, expect to pay the operating costs associated with our business and any distributions to our stockholders. Our principal objective is to generate attractive risk-adjusted returns for our stockholders over the long term, primarily through dividends and secondarily through capital appreciation. We seek to establish a reputation as a good landlord to our tenants and a good neighbor in the communities where we operate. We believe that we can achieve economies of scale and develop a valuable consumer brand and that we are well positioned to be a market-leading firm in the single-family rental industry.

        We intend to elect and qualify to be taxed as a real estate investment trust, or REIT, for U.S. federal tax purposes. For more information related to the consequences of this election, please see "Distribution Policy" and "U.S. Federal Income Tax Considerations."

        We are externally managed by PRCM Real Estate Advisers LLC and will rely on our Manager to provide or obtain on our behalf the personnel and services necessary for us to conduct our business as we have no employees of our own. Our Manager is a joint venture of Pine River Domestic Management, L.P., or Pine River, an affiliate of Pine River Capital Management L.P., and Provident Real Estate Advisors LLC, or Provident. Silver Bay Property Corp., or our Manager's operating subsidiary, is a wholly owned subsidiary of our Manager. As of the date of this offering, our Manager and our Manager's operating subsidiary together provide us with a comprehensive suite of investment, acquisition and property management services, utilizing the combined expertise of Pine River and Provident.

        Upon completion of this offering and the Formation Transactions, we plan to acquire our initial portfolio of single-family properties, or our Initial Portfolio, from Two Harbors Investment Corp., or Two Harbors, and the owners of the membership interests of entities managed by Provident. The properties in our Initial Portfolio were acquired between 2009 and the date of this prospectus and are located in Arizona, California, Florida, Georgia and Nevada. As of August 31, 2012, the Initial Portfolio consisted of approximately 2,250 single-family properties.

        We plan to continue acquiring single-family properties located in our target markets with proceeds from this offering. We currently have no indebtedness and have acquired all properties to date without the use of debt. Over time, we may incur indebtedness if we believe doing so would enhance our ability to generate returns for our stockholders without jeopardizing our long-term prospects.

        We will hold our properties in subsidiaries of an operating partnership, Silver Bay Operating Partnership L.P., or the Operating Partnership, for which our wholly owned subsidiary, Silver Bay Management Corp., or the General Partner, will serve as the sole general partner. We will own, as of

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the completion of this offering, a        % limited partner interest in the Operating Partnership as the "Special Limited Partner." The remaining limited partner interests will be held by the Prior Provident Investors who elect to receive common units in the Operating Partnership rather than shares of our common stock or cash in the Formation Transactions. The common units represent limited partner interests in the Operating Partnership and are redeemable for cash or shares of our common stock on a one-for-one basis (subject to applicable adjustments).

        Silver Bay has not had any activity since our formation other than the issuance of 1,000 shares of our common stock to our Manager in connection with the initial capitalization of the company (which will be repurchased at cost upon completion of this offering) and activities in preparation for this offering and the Formation Transactions. Accordingly, a discussion of the financial condition and historical operations of Silver Bay would not be meaningful. Instead, we describe herein the historical operations of our predecessor, Two Harbors Property Investment LLC, sometimes referred to as Two Harbors Property or our Predecessor, and our acquisition targets, Polar Cactus LLC, Polar Cactus II LLC, Cool Willow LLC, Provident Residential Real Estate Fund LLC and Resi II LLC, or collectively, the Provident Entities.

Formation Transactions

        Concurrently with this offering, we plan to complete the Formation Transactions, pursuant to which we expect to acquire, through a series of contribution and merger transactions, our Predecessor and the Provident Entities and the portfolio of single-family properties held by them. For accounting purposes, Two Harbors Property will be treated as our predecessor, meaning our balance sheet will reflect the historical assets and liabilities of Two Harbors Property at historical cost. Acquisition of the Provident Entities, on the other hand, will be accounted for as an acquisition under the purchase method of accounting, meaning the assets and liabilities of the Provident Entities will be recorded at the estimated fair value of the acquired assets and assumed liabilities. The determination and the allocation of the fair values of tangible and intangible assets acquired will be made in accordance with our accounting policies described in "—Critical Accounting Policies" below.

        Consummation of the Formation Transactions will enable us to (i) consolidate the ownership of our Initial Portfolio of single-family properties under the Operating Partnership and (ii) facilitate this offering.

        For further information regarding the terms of the Formation Transactions, including the benefits to related parties, see "Structure and Formation of Our Company—Formation Transactions."

Background of our Manager, Two Harbors Property and the Provident Entities

        Our Manager was formed on December 22, 2011 as a joint venture between Pine River, which owns two-thirds of the limited liability company interests of our Manager, and Provident, which owns the remaining one-third of the limited liability company interest of our Manager. Our Manager's operating subsidiary was formed by our Manager on January 30, 2012.

        Our Predecessor is an indirect, wholly owned subsidiary of Two Harbors Investment Corp., or Two Harbors. In the first quarter of 2012, our Predecessor began acquiring a portfolio of single-family properties to rent for income and to hold for investment. In initiating this activity, our Predecessor sought to take advantage of the availability of a large inventory of single-family properties at what it perceived to be attractive prices. Our Predecessor also entered into agreements with our Manager to assist in acquiring, managing and leasing its single-family property portfolio. As of June 30, 2012, our Predecessor had purchased approximately 700 single-family properties in Phoenix, Tampa, Atlanta, Las Vegas, Tucson, Orlando and Northern and Southern California at a total cost of approximately $71.8 million. In each of July and August 2012, it acquired more than 300 single-family properties. As of August 31, 2012, our Predecessor had purchased approximately 1,370 single-family properties at a

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total cost of approximately $150.0 million. Our Predecessor continues to acquire additional properties in these areas and recently expanded its target markets to include Charlotte, North Carolina.

        The Provident Entities consist of five limited liability companies for which Provident serves as managing member. As early entrants into the large-scale single-family property rental market, the Provident Entities acquired a portfolio of approximately 880 single-family properties between September 2009 and March 2012, with approximately two-thirds of the properties purchased in calendar year 2011. Collectively, the Provident Entities have raised approximately $92.4 million. The following table shows the date each fund was formed and the amount of capital each fund raised:

Fund
  Formation Date   Amount Raised  

Polar Cactus LLC

  August 7, 2009   $ 5,400,000  

Polar Cactus II LLC

  December 18, 2009   $ 7,850,000  

Cool Willow LLC

  June 24, 2010   $ 14,000,000  

Provident Residential Real Estate Fund LLC

  September 21, 2010   $ 34,193,000  

Resi II LLC

  July 27, 2011   $ 30,915,000  

        The Provident Entities are no longer raising additional funds or acquiring additional properties and each has entered into an agreement with our Manager to assist in managing and leasing their single-family property portfolio.

Our Initial Portfolio

        Concurrently with the closing of this offering, we plan to acquire a portfolio of            single-family properties, or the Initial Portfolio, from our Predecessor and the Provident Entities. The Initial Portfolio consists of a pool of single-family properties in targeted markets in Arizona, Florida, Georgia, Nevada, California and North Carolina. The following table provides a summary of the combined portfolio of properties held by our Predecessor and the Provident Entities as of June 30, 2012:


Portfolio of Single-Family Homes as of June 30, 2012

Market
  Total
Number of
Properties
  Aggregate
Cost
Basis(1)
  Average
Cost Basis
Per Property(1)
  Average
Age
(in years)
  Average
Square
Footage
  Average
Monthly
Rent for
Leased
Properties
 

Phoenix

    551   $     $       12.3     1,791   $ 993  

Tampa

    427                 14.4     1,812     1,239  

Atlanta

    303                 16.3     1,994     1,253  

Las Vegas

    101                 9.5     1,750     1,116  

Tucson

    78                 42.2     1,367     797  

Orlando

    52                 12.0     2,052     1,360  

Northern CA

    50                 38.8     1,551     (2)

Southern CA

    21                 39.0     1,405     (2)

Charlotte(3)

                             
                           

Totals

    1,583   $     $       16.1     1,808   $ 1,109  
                           

(1)
Two Harbors' properties represent an aggregate carryover cost basis of $71.8 million while the Provident Entities' aggregate cost basis of $             million reflects fair value due to purchase accounting.
(2)
As of June 30, 2012, there were no properties yet leased in this market.
(3)
As of June 30, 2012, there were no properties yet owned in Charlotte as we recently entered this market.

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Factors Expected to Affect Our Operating Results and Financial Condition

        Our results of operations and financial condition will be affected by numerous factors, many of which are beyond our control. The key factors we expect to impact our results of operations and financial condition include our pace of acquisitions and ability to deploy our capital, the time and cost required to stabilize a newly acquired property and convert the same to rental, rental rates, occupancy levels, rates of tenant turnover, our expense ratios and capital structure.

Property Acquisitions

        Following this offering, we plan to continue to grow our portfolio of single-family properties. Our Manager's ability to identify and acquire single-family properties that meet our investment criteria will be impacted by home prices in our target markets, the inventory of properties available through our acquisition channels and competition for our target assets.

        We have accumulated a substantial amount of recent data on acquisition costs, renovation costs and time frames for the conversion of single-family properties to rental. In acquiring new properties, we will use our Manager's operating subsidiary (which also provided the same services to our Predecessor) to acquire our portfolio and will monitor the pace and source of these purchases. The following chart shows the pace of monthly acquisitions by source of our Predecessor beginning in the first quarter of 2012 through August 31, 2012 and reflects total transactions closed in a period and does not reflect accepted purchase agreements that have not yet closed:


Predecessor Acquisition Pace

GRAPHIC

        For purposes of this chart:

      "MLS" refers to a purchase of a single property directly from the owner, often as part of a short sale, regardless of whether listed as part of a multiple listing service.

      "Auction" refers to properties purchased at trustee or judicial auctions.

      "Bulk" refers to purchases of more than one property in a single sale directly from the owner, often an investor group, bank, financial institution or governmental agency, and may include future acquisitions of entire legal entities holding single-family properties.

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        See "Business and Properties—General Business Strategy and Growth Opportunities" for further description of each of these purchase methods.

Property Stabilization

        Before an acquired property becomes an income-producing asset, we must possess, renovate, market and lease the property. We refer to this process as property stabilization. The acquisition of properties involves the outlay of capital beyond payment of the purchase price, including payments for property inspections, closing costs, title insurance, transfer taxes, recording fees, broker commissions and property taxes or HOA fees in arrears. The time and cost involved in stabilizing our newly acquired properties will impact our financial performance and will be affected by our time to possession, time and costs of renovations and time of marketing the property for rental. Our possession can be delayed for a multitude of reasons beyond our control, including applicable statutory rights of redemption, rescission rights and legal challenges to our ownership or unauthorized occupants living in the property at the time of purchase, each of which are described in greater detail in "Business and Properties—General Business Strategy and Growth Opportunities." As part of our underwriting criteria in evaluating properties, we typically estimate renovation costs to be 10% to 15% of the purchase price, although actual costs may vary significantly based on markets, age and condition of the property. The time to renovate a newly acquired property can vary significantly among properties for several reasons including the acquisition channel by which it was acquired, and the age and condition of the property. Similarly, the time to market and lease a property will be driven by local demand, our marketing techniques and the size of our available inventory. We plan to actively monitor these measures and trends going forward.

        We anticipate that on average, the stabilization period for each property will range from three to six months depending on the factors discussed above. Consequently, we expect that most properties should be stabilized within six months of purchase and that properties held more than six months provide the best indication of how we expect our overall portfolio to perform.

        We plan to continue to assess the average time to gain possession, renovate, and market and lease a property to optimize our operational efficiency.

Revenue

        We earn revenue primarily from rents collected from tenants under lease agreements for our properties. The most important drivers of revenue (aside from portfolio growth) are rental and occupancy rates. Our revenue may be impacted by macroeconomic, local and property-level factors, including market conditions, seasonality, tenant defaults or vacancies, timing of renovation activities and occupancy of properties and timing to re-lease vacant properties.

        In each of our target markets, we monitor a number of factors that may impact the single-family real estate market and our tenants' finances, including the unemployment rate, household formation and net population growth, income growth, size and make-up of existing and future housing stock, prevailing market rental and mortgage rates and credit availability. Growth in demand for rental housing in excess of the growth of rental housing supply, among other factors, will generally drive higher occupancy rates and rental price increases. Negative trends in our target markets with respect to these metrics or others could adversely impact our rental income. For a more detailed discussion of important factors that impact our revenue, see "Industry Overview and Market Opportunity."

        We will monitor the occupancy of our portfolio and the growth or decline in same property rental rates year over year. We also plan to monitor turnover rates, which affect both occupancy rates and maintenance costs, with lower turnover resulting in higher revenue from increased occupancy and reduced "turn" expenses. Turnover can be caused by a number of factors, including customer dissatisfaction, lease defaults leading to eviction and change in family, financial or employment status of

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the tenant. Overall, the quality of our property management execution, including tenant screening to reduce the likelihood of tenant defaults, property maintenance and other ongoing customer service efforts and marketing efficacy will be important drivers of occupancy and lower turnover.

        The growth of our portfolio has been significant in recent months as we have increased the rate at which we acquire properties. Our Predecessor initially began acquiring properties in cities located in Arizona, Florida, Georgia and Nevada, and has more recently expanded into California and North Carolina. The table below shows the average rental rates and occupancy rates of properties in our Initial Portfolio that have been owned for longer than six months as of June 30, 2012:


Properties Owned for Six Months or Longer

Market
  Properties
Owned
6 Months
or Longer
  Properties
Leased
  Properties
Vacant
  Occupancy
Rate
  Average
Monthly
Rent for
Leased
Properties
 

Phoenix

    403     355     48     88 % $ 993  

Tampa

    231     222     9     96 % $ 1,244  

Atlanta

    47     46     1     98 % $ 1,289  

Las Vegas

    26     26         100 % $ 1,116  

Tucson

                     

Orlando

    36     33     3     92 % $ 1,358  

Northern CA

                     

Southern CA

                     

Charlotte

                     
                       

Totals

    743     682     61     92 % $ 1,117  
                       

        Subsequent to June 30, 2012, our Predecessor has continued to acquire properties in these areas as well as in California, and recently expanded its target markets to include Charlotte, North Carolina. In each of July and August 2012, our Predecessor purchased more than 300 single-family properties.

        Over time, we expect that the occupancy figures for our properties owned over six months, our leased and available for lease properties and our aggregate portfolio will converge as the proportion of recently acquired properties declines relative to the size of the entire portfolio. Nevertheless, in the near term, our ability to drive revenue growth will be dependent on our ability to efficiently renovate and lease our newly acquired properties as well as maintain high occupancy in the rest of our portfolio.

Expenses

        Our ability to acquire, renovate, lease and maintain our portfolio in a cost-effective manner will be a key driver of our ultimate success. We intend to monitor the following categories of expenses that we expect to most significantly affect our results of operations.

        Property-Related Expenses.    Once we have acquired and renovated a property, we will have ongoing property-related expenses, including the ongoing operating costs to market and maintain the properties, expenses associated with the turnover of tenants and depreciation and amortization. Certain of these expenses are not subject to our control, including HOA fees, property insurance and real estate taxes. We expect that certain of our costs will account for a smaller percentage of our revenue as we expand our portfolio.

        Property Management Services.    Renovating, marketing, leasing and maintaining our properties requires a robust property management services infrastructure that our Manager's operating subsidiary provides to us. We utilize a hybrid approach for property management, using our Manager's operating

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subsidiary's internal team in Phoenix and Atlanta (representing approximately half of our properties) and using third parties in our other markets.

        Rather than compensating our Manager's operating subsidiary with commissions or fees based on rental income as under our Predecessor's current management agreement, we will reimburse all costs and expenses of our Manager's operating subsidiary incurred on our behalf, including the compensation of its property management and acquisition staff, related overhead and payments to third-party property managers. In addition to these costs, we will pay a property management fee to our Manager's operating subsidiary equal to 5% of certain of these costs, which will reduce the amount of the advisory management fee paid to our Manager by the same amount. This cost pass-through arrangement differs from the arrangement between our Manager's operating subsidiary and our Predecessor, pursuant to which our Predecessor paid fees based on the number of homes acquired, leased and renovated by our Manager's operating subsidiary in addition to compensation based on monthly rental income. This fee structure will allow us to benefit directly from any economic efficiencies gained by our Manager's operating subsidiary in providing the acquisition and property management services, but also subjects us to the risk of cost inefficiencies within our Manager's operating subsidiary.

        As a result of the proposed pass-through arrangement under the property management and acquisition services agreement, the costs related to the property management and acquisition services provided in the markets where our Manager's operating subsidiary uses an internal team will largely be tied to the compensation and related overhead of our Manager's operating subsidiary's property management and acquisitions staff as opposed to the number of properties we acquire or our rental income. At the same time, property management and acquisition fees in markets where our Manager's operating subsidiary uses third parties to perform services will be based on our Manager's operating subsidiary's contractual arrangement with these third parties, which generally have one-year terms with month-to-month renewals. The current arrangements between our Manager's operating subsidiary and the third parties for acquisition services pay the third parties a commission for each property acquired for our portfolio, and the property management arrangements pay the third parties a percentage of the rental income and other fees collected from our residents.

        See "Our Manager and the Management Agreement" for further description of the terms of the property management and acquisition services agreement, including the property services fees payable to our Manager's operating subsidiary thereunder and our reimbursement obligations to our Manager's operating subsidiary.

        Investment Management and Corporate Overhead.    We will incur significant general and administrative costs, including those costs related to being a public company and costs incurred under the management agreement with our Manager. We expect these costs to decline as a percentage of revenue as our portfolio grows. We rely on our Manager to provide or obtain on our behalf the personnel and services necessary for us to conduct our business because we have no employees of our own. Our Manager performs these services for us, and together with our Manager's operating subsidiary, provides us with a comprehensive suite of investment, acquisition and property management services, utilizing the combined expertise of Pine River and Provident. Under the management agreement, we will pay all costs and expenses of our Manager incurred in the operation of its business, including all costs and expenses of running the company, all compensation costs (other than for the CEO and personnel providing data analytics directly supporting the investment function), and all costs under the shared services and facilities agreement between our Manager and Pine River. We will also pay our Manager a quarterly advisory management fee equal to 0.375% (a 1.5% annual rate) of our average fully diluted market capitalization during the preceding quarter less any property management fee paid to our Manager's operating subsidiary.

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        See "Our Manager and the Management Agreement" for further description of the terms of the management agreement, including the advisory management fees payable to our Manager thereunder and our reimbursement obligations to our Manager.

Results of Operations

        As of the date of this prospectus, we have not commenced any significant operations because we are in our organizational and ramp up stages. We will not commence any significant operations until we have completed this offering and the Formation Transactions. Additionally, because our Predecessor first began acquiring its portfolio of properties in the first quarter of 2012 and it generally takes up to six months to stabilize a property and generate revenue, we do not have meaningful results of operations to describe in this prospectus.

Critical Accounting Policies

        The preparation of financial statements in accordance with generally accepted accounting principles requires us to make certain judgments and assumptions, based on information available at the time of our preparation of the financial statements, in determining accounting estimates used in preparation of the statements. Our significant accounting policies are described below:

        Accounting estimates are considered critical if the estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made and if different estimates reasonably could have been used in the reporting period or changes in the accounting estimate are reasonably likely to occur from period to period that would have a material impact on our financial condition, results of operations or cash flows.

Real Estate Acquisition Valuation

        Property acquired not subject to an existing lease is recorded at the purchase price, including acquisition costs, allocated between land and building based upon their fair values at the date of acquisition. Property acquired with an existing lease is recorded at fair value (which usually approximates the purchase price), allocated to land, building and the existing lease based upon their fair values at the date of acquisition, with acquisition costs expensed as incurred. Fair value is determined under the guidance of ASC 820, Fair Value Measurements and Disclosures, primarily based on unobservable market data inputs, which are categorized as Level 3 valuations. In making our estimates of fair value for purposes of allocating purchase price, we utilize our own market knowledge and published market data. We are currently utilizing information obtained from county tax assessment records to develop regional averages to allocate the fair value to land and building. The estimated fair value of acquired in-place leases are the costs we would have incurred to lease the property at the date of acquisition, based upon our current leasing activity.

Impairment of Real Estate

        We evaluate our long-lived assets for impairment periodically or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. If an impairment indicator exists, we compare the expected future undiscounted cash flows against the carrying amount of an asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, we would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset at that date.

Depreciation of Investment in Real Estate

        Building depreciation is computed on the straight-line basis over the estimated useful lives of the assets, which is generally 27.5 years, with no salvage value. The value of acquired in-place leases are

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amortized over the average remaining term of the respective in-place acquired lease, which is generally short term in nature (one or two years).

Revenue Recognition

        We expect to lease our single-family residences under operating leases with terms of one year. Generally, credit investigations are performed for prospective tenants and security deposits are obtained. Rental income, net of concessions, will be recognized on a straight-line basis over the term of the lease.

Recent Accounting Pronouncements

        Under the Jumpstart Our Business Startups Act, or the JOBS Act, we meet the definition of an "emerging growth company." We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. As a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

Liquidity and Capital Resources

        Liquidity is a measure of our ability to meet potential cash requirements, fund and maintain our assets and operations, and make distributions to our stockholders and other general business needs. Our liquidity, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. Our near-term liquidity requirements consist primarily of purchasing our target assets, renovating properties, funding our operations and making distributions to our stockholders.

        To date, all of the residential properties acquired by our Predecessor and the Provident Entities were purchased with cash and none of these entities has incurred any indebtedness in acquiring its residential portfolios. We are not incurring any debt in connection with the acquisition of the Initial Portfolio or this offering. In the future, we may incur indebtedness to various sources. We may also raise capital in the future through the sale of shares of our capital stock.

        The acquisition of properties involves the outlay of capital beyond payment of the purchase price, including payments for property inspections, closing costs, title insurance, transfer taxes, recording fees, and broker commissions and property taxes or HOA fees in arrears. Typically, these costs would be capitalized as a component of the purchase price. We will also make significant capital expenditures to renovate and maintain our properties to our standards. Our ultimate success will depend in part on our ability to make prudent, cost-effective decisions measured over the long term with respect to these expenditures.

        To date, we have not declared any dividends. Upon completion of the Formation Transactions, we will elect to be treated as a REIT. As a REIT, under U.S. federal income tax law we will be required to distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. Subject to the requirements of the Maryland General Corporation Law, we intend to pay quarterly dividends to our stockholders, if and to the extent authorized by our board of directors, which in the aggregate approximately equal our net taxable income in the relevant year. Future dividends payable are indeterminable at this time.

        Our Predecessor's liquidity and capital resources as of June 30, 2012 consisted of cash and cash equivalents of $1.3 million and escrow deposits of $28.7 million. Upon completion of this offering and our Formation Transactions, we expect to have approximately $             million in cash available to invest in residential properties and for other general corporate purposes, which consists of net proceeds

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from this offering and approximately $             million of cash associated with the acquisition of Two Harbors Property. We believe that, upon completion of this offering, and as a publicly traded REIT, the cash provided by our operations, combined with the net proceeds of this offering, will be adequate to fund our business development plan, our operating requirements and the payment of dividends required for us to qualify as a REIT for at least the next 12 months.

        Initially, we intend to satisfy our near-term liquidity requirements, including purchasing our target assets, renovating properties and funding our operations with proceeds from this offering, from our existing working capital and from cash provided by our operations. We believe our rental income net of operating expenses will generally provide cash inflows sufficient to fund our operations and declared dividend distributions. However, there may be times when we experience shortfalls which may cause us to seek additional financing to fund our operations or result in us not making dividend distributions. Should these shortfalls occur for lengthy periods of time or be material in nature, our financial condition may be adversely affected.

        Our assets are illiquid by their nature. Thus, a timely liquidation of assets might not be a viable source of short-term liquidity should a cash flow shortfall arise that causes a need for additional liquidity. It could be necessary to source liquidity from other financing alternatives should any such scenario arise.

        Silver Bay has not had any activity since our formation other than the issuance of 1,000 shares of our common stock to our Manager in connection with the initial capitalization of the company (which will be repurchased at cost upon completion of this offering) and activities in preparation for this offering and the Formation Transactions. Accordingly, a discussion of the sources and uses of cash would not be meaningful.

Off-Balance Sheet Arrangements

        We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We have not participated in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

Aggregate Contractual Obligations

        Other than agreements to purchase homes entered into in the ordinary course and obligations under our Predecessor's existing property management and acquisition agreements, we had no contractual obligations as of June 30, 2012. Prior to the completion of this offering, we will enter into the management agreement with our Manager and the property management and acquisition services agreement with our Manager's operating subsidiary. Under the management agreement, our Manager will be entitled to receive an advisory management fee and the reimbursement of certain expenses. See "Our Manager and the Management Agreement—Management Agreement." Under the property management and acquisition services agreement, our Manager's operating subsidiary will receive a property management fee and the reimbursement of certain expenses. See "Our Manager and the Management Agreement—Property Management and Acquisition Services Agreement."

        We expect to enter into certain contracts that may contain a variety of indemnification obligations, including with brokers and underwriters. The maximum potential future payment amount we could be required to pay under these indemnification obligations may be unlimited.

        We may also enter into certain contracts related to office space leases.

Quantitative and Qualitative Disclosures about Market Risk

        We do not currently have any market risk sensitive instruments.

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INDUSTRY OVERVIEW AND MARKET OPPORTUNITY

Market Opportunity

        The large-scale single-family residential rental industry is relatively new in the United States. Until recently, this industry has been fragmented in both its ownership and operations, consisting primarily of private and individual investors in local markets and managed by local property managers. We believe that recent turbulence in U.S. housing and mortgage markets, however, has created a unique opportunity to launch a large-scale endeavor as a result of three key factors: housing prices in certain markets at a significant discount to replacement cost; availability of large quantities of single-family properties at these distressed prices; and strong demand from tenants for single-family rental properties. We believe these factors present a compelling entry point and opportunity to accumulate a large portfolio of properties at attractive prices and to lease them to qualified tenants for attractive yields.

        We view the single-family rental business as a long-term opportunity that is sustainable through economic cycles. At this point in the cycle, we believe that disciplined growth through acquisitions is the most critical component of this opportunity and that Silver Bay is strategically positioned to continue amassing a portfolio of single-family properties in targeted markets. While single-family properties may not always be as inexpensive to acquire as they currently are, we believe our strategy of building our portfolio and developing operational capabilities now will create a cash flow generating asset base that will increase in value over time. As the housing market recovers and the cost of residential real estate increases, so should the underlying value of our assets. We believe that rental rates will also increase in such a recovery due to the strong correlation between home prices and rents. According to data reported by the U.S. Census Bureau, since 1988 the correlation between the U.S. median asking rent and the U.S. median asking home sales price was over 92%. This trend also leads us to believe that the single-family residential asset class will serve as a natural hedge to inflation and adds to the total return opportunity. As a result, we believe we are well positioned for the current economic environment and for a housing market stabilization and recovery.

U.S. Housing Market

Overview

        According to the Federal Reserve Board's Flow of Funds Accounts, the U.S. housing stock as of the first quarter of 2012 was an estimated $16.4 trillion market with over 130 million housing units. The chart below provides an overview of the U.S. housing market and its components, as estimated by John Burns Real Estate Consulting.

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U.S. Housing Market by Component

GRAPHIC


1JBREC calculations, white papers, and estimates of 2012 data using 2010 & 2011 CB figures.
2JBREC extrapolation from Mortgage Bankers Association and Census data.
3JBREC extrapolation from Corelogic published % negative equity.
4Assuming all delinquent borrowers have negative equity.
5From 1979-2006, average delinquency was 5.7% of outstanding mortgages.
Note that figures are not exact due to overlap (vacant homes with mortgages, etc.).

Single-Family Home Pricing

        Housing prices in certain markets in the United States increased rapidly from 2000 to 2005 and declined sharply from their 2005-2008 peaks through the first quarter of 2009 before leveling off during the past few years. This drop has led to home prices that are low from a historical perspective and as

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compared to rental rates and replacement costs. The following chart depicts this steep increase and subsequent decline in single-family home prices in each of our current target markets since 2000:


Indexed Existing One-Family Home Sales Median Prices

GRAPHIC


Source: National Association of Realtors & Moody's. Vallejo-Fairfield, California MSA is used in this chart as a proxy for our Northern California operations, although we also acquire properties selectively outside this MSA. Riverside-San Bernardino MSA is used in this chart as a proxy for our Southern California operations.

        As the result of the drop in home prices, we can currently acquire properties at a significant discount to replacement cost. According to the National Association of Home Builders, the average national construction cost for a typical single-family home in 2011 (excluding land) was $80 per square foot, which is higher than the average cost per square foot of the homes (based on our estimated renovation costs and including land) in our Initial Portfolio.

        Despite the significant decline in housing prices since 2006, pricing appears to have begun stabilizing in certain markets. As the chart below demonstrates, housing in our target markets has increased off of its trough pricing and in some markets is up both in the last quarter and in the last year. Nevertheless, pricing is still significantly below the peak in many markets, offering continued opportunity to acquire additional properties.

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Home Price Appreciation (HPA) as of May 2012

Market
  HPA
Peak to Trough
  HPA
Peak to Current
  HPA
Prior 12 months
  HPA
Prior 3 months
 

Phoenix

    -53 %   -46 %   15 %   9 %

Tampa

    -49 %   -45 %   5 %   4 %

Atlanta

    -34 %   -30 %   -4 %   7 %

Las Vegas

    -60 %   -59 %   0 %   5 %

Tucson

    -43 %   -40 %   0 %   5 %

Orlando

    -55 %   -50 %   9 %   5 %

Northern California(1)

    -60 %   -60 %   -3 %   2 %

Southern California(2)

    -54 %   -52 %   0 %   3 %

Charlotte

    -18 %   -14 %   1 %   4 %

National

    -34 %   -30 %   2 %   6 %

Source: Corelogic.

(1)
MSA used for Northern California is Fairfield-Vallejo, California, although we also acquire properties selectively outside this MSA.
(2)
MSA used for Southern California is Riverside-San Bernardino, California.

Supply of Single-Family Rental Properties

        Establishment of a large-scale single-family property rental operation requires a significant supply of properties at prices that allow an investor to generate what it perceives to be an attractive yield from rental operations. The current dislocation in the housing market has created a large inventory of properties available for acquisition through real estate owned, or REO, purchases, foreclosures and short sales. These distressed properties generally sell at a discount to comparable non-distressed properties. We believe that distressed properties will be the primary source of single-family rental properties in the coming years.

        Mortgage delinquencies drive the supply of distressed properties. As depicted in the chart below, delinquencies and foreclosures increased sharply beginning in 2006 as compared to historic levels.

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Mortgage Delinquencies and Foreclosures by Period Past Due

GRAPHIC

Source: John Burns Real Estate Consulting, April 2012, utilizing data from Mortgage Bankers Association.

        Recently, Bloomberg (based on data from the Mortgage Bankers Association) reported that of the approximately 42.5 million total mortgage loans serviced by Mortgage Bankers Association participants as of the end of the second quarter of 2012, approximately 1.8 million (4.3%) were in foreclosure, 1.3 million (3.0%) were more than 90 days delinquent, 497,000 (1.2%) were between 60 to 90 days delinquent and 1.3 million (3.1%) were between 30 to 60 days delinquent. We believe this analysis indicates a continuing, but decreasing, supply of distressed properties.

        Furthermore, negative equity, which means that the mortgage debt on a home exceeds the value of the home, is closely associated with increased delinquencies and foreclosure activity and may result in additional foreclosures unless home prices improve. Corelogic estimated that at the end of the fourth quarter of 2011, 11.1 million (22.8%) borrowers had negative equity and an additional 2.5 million (5%) borrowers had less than 5% equity in their homes, which collectively represented 27.8% of all residential properties with a mortgage nationwide.

        In addition to the supply of distressed properties, a reduction in homeownership levels would also add to the inventory of available single-family properties, potentially increasing market dislocations caused by the imbalance of supply and demand. The homeownership rate, which reflects the proportion of households who own their homes as opposed to renting, is at the lowest level reported by the U.S. Census Bureau since 1997, which we believe is a result of borrowers losing homes to foreclosure and tighter credit standards keeping buyers out of the market. The Census Bureau reported a 65.5% homeownership rate as of the end of the second quarter of 2012. However, in August 2012, John Burns Real Estate Consulting estimated the "real" homeownership rate, which it defined as the percentage of households that own a home and are not 90 days or more delinquent on their mortgage, to be 62.1%. This represents approximately 3.8 million homeowners who are at least 90 days delinquent on their mortgage, a significant portion of whom may enter the rental market, increasing both the number of households needing rental housing and the supply of properties available for purchase.

Single-Family Property Rental Market

        Single-family rental property has historically been an attractive investment class due to its ability to generate a relatively stable income stream, accompanied by the potential for capital appreciation. According to John Burns Real Estate Consulting, single-family rental properties represent 13.6 million,

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or approximately one-third, of the 40.6 million of the renter-occupied units in the United States compared to 25.1 million multifamily units and 1.9 million units of other asset types. Despite representing a significant portion of the U.S. rental stock, larger institutional investors have not historically owned portfolios of single-family properties and have instead focused on portfolios of medium to large sized multifamily properties. This has left smaller, local investors as the predominant owners of portfolios consisting of single-family and smaller multifamily properties. Recently, however, the acquisition and management of single-family properties has attracted significant interest from larger investors. We believe this interest has grown and will continue due to the significant number of homes available at attractive prices and due to investor expectations regarding the ability to generate attractive rental yields.

Demand for Single-Family Rental Housing

        We believe that the recent state of the housing market, which has displaced many homeowners and kept others from purchasing homes due to tighter credit standards, has contributed to conditions that will lead to increased demand for single-family rentals driven largely by an increase in demand in the general rental market.

        As demonstrated by the chart below, rentals as a percentage of the total housing market are increasing, while the percentage of owned homes is decreasing despite improved affordability of homeownership due to low mortgage rates and housing prices. This shift from homeownership to renting is the result of multiple factors, and we believe that the trend is strong and sustainable. Many previous homeowners are now being forced to rent because of the effect of foreclosure, short sales and other issues on their credit records. A home foreclosure, for example, has a significant adverse effect on credit status and remains on a credit report for up to seven years. Stricter lending standards have also made it more difficult for individuals to obtain loans to purchase homes. Others who might have purchased houses in the past have decided not to do so at this time due to loss of equity in their prior or current home, to maintain geographic job flexibility or because of a lack of confidence in the labor market. The unemployment rate is expected to remain higher than historical average levels. Kiplinger recently forecast that the unemployment rate will fall slightly to around 8% by 2013, a figure that remains well above the average unemployment rate from 1948-2011, which was 5.8%.


Percentage of Homeowners versus Renters

GRAPHIC

Source: Department of Commerce, U.S. Census Bureau.

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        We expect that the residential rental market will continue to grow, driven in significant part by distressed owners who are displaced and converted to renters. According to estimates by John Burns Real Estate Consulting from March 2012, the residential rental market will grow by approximately 8.2 million households between 2010 and 2015 while homeownership during the same period will decrease by approximately 1.3 million households. John Burns Real Estate Consulting estimated that 3.9 million homeowners will be displaced and converted to renters between 2010 and 2015.

        We believe that many homeowners displaced by foreclosure will prefer to live in single-family rentals with similar characteristics and amenities to their former houses. Single-family rental properties have advantages over apartments, where smaller spaces, shared amenities and the proximity of neighbors may be less desirable. A displaced household with school-aged children, for example, may seek a rental home in the same area, to avoid having to change schools. We believe that many of these households will welcome the opportunity to rent a house from a professionally managed, financially stable company. A study issued by the Federal Reserve in May 2011 indicates that approximately 75% of households live in single-family properties after going through foreclosure. We believe that a significant portion of these households will be renters and that this trend should continue as more families grapple with foreclosures and negative equity.

        In addition to the increased demand from displaced homeowners, we believe a rise in household formations would also drive demand for housing, including single-family rentals. The chart below depicts the level of household formation versus single unit housing starts (new homes) and shows a significant decline in household formation since 2007, a trend that we believe has been caused primarily by young adults remaining or temporarily moving in with their parents because of difficult economic times, and that as the economy improves and the housing market stabilizes, household formations will increase as those same young adults seek independent dwellings.

        This same chart also indicates a supply constraint for single-family properties because household formations have exceeded housing starts since 2010. This constraint implies that the increased demand for housing will be met in significant part by existing as opposed to new housing. Converting existing foreclosed and unoccupied homes into rental properties will help meet some of the anticipated increased demand. At the same time, the supply of new housing should continue to be constrained until home prices increase relative to the costs of new construction, which in turn should result in increased rental rates as described above.


Household Formations vs. Single-Unit Housing Starts
(in thousands)

GRAPHIC

Source: U.S. Census Bureau.

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Key Elements of a Single-Family Rental Strategy

        In order for an institutional manager and operator of single-family rentals on a large-scale basis to be successful, we believe it must: (i) ensure asset quality by building a multi-channel acquisition platform that enables it to achieve scale and acquire a large portfolio of homes in accordance with a disciplined investment policy; (ii) provide rental homes renovated to a modern rental standard with a high level of service to tenants, resulting in low turnover rates and high levels of occupancy; (iii) build a sophisticated infrastructure to oversee maintenance on a geographically diverse and unique asset class, and achieve economies of scale; and (iv) possess advanced technological systems to help manage the portfolio and provide top tier customer experience and services. Our Manager's ability to implement these activities is highlighted in "Business—General Business Strategy and Growth Opportunities."

Investment Strategy, Acquisition Infrastructure and Scale

        The single-family rental business, like multifamily or other real estate rental operations, is, at its core, about the real estate. As a result, it is important that the acquirer be selective and disciplined in its acquisition of attractive, well-located properties that align with a set of pre-defined investment and acquisition criteria. At the same time, an institutional manager of single-family rental properties must acquire a sufficient portfolio of properties to allow it to achieve scale in its operations. In order to build scale while also meeting selective investment criteria, it is critical to have a robust acquisition infrastructure that enables the efficient deployment of capital through multiple channels. Our recent acquisition pace was approximately 300 homes per month, which we believe to be significant for an institutionally managed real estate business. An institutional manager of single-family rental properties driven by a disciplined investment approach will help ensure high quality of assets, create favorable leasing characteristics and produce attractive risk-adjusted returns for stockholders.

Leasing Process and Customer Service

        Single-family rentals appeal to those who either do not want to or cannot own their primary residence but seek more space and privacy or different living characteristics than those typically provided by multifamily units. Real estate alone, however, will not be the only factor influencing the decision of whether and what to rent. An institutional manager will need to provide high quality leasing and management services similar to many traditional large-scale multifamily apartments in order to attract and retain tenants.

Property Renovation, Maintenance and Management

        Property renovation, regular maintenance, monitoring and budgeting for capital expenditures are critical aspects of a successful institutionally integrated operator of a geographically diverse single-family rental business. We believe that carefully managing capital expenditures related to renovating and maintaining the real estate we own will be an important factor driving overall profitability of our business. To do so, a manager must develop a strong project management and maintenance infrastructure across target markets, which consists of fully integrated offices in regional markets where sufficient scale exists and an additional network of local industry relationships with third-party property managers, contractors, agents and maintenance experts in the remaining markets.

Advanced Technological Systems

        We believe technology will play an important role in the successful management of a diverse portfolio of single-family properties spread across various markets. This business requires maintenance and careful management of a large quantity of data. It is critical to be able to access real-time information on an individual property regardless of its location to allow for quick responses to any potential issues with the tenants or the property. In addition, accounting, reporting and billing infrastructure needs to be well designed to allow for efficient tracking of billing, lease payments, contractor invoices, and other operating expenses.

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BUSINESS AND PROPERTIES

Our Company

        Silver Bay Realty Trust Corp., or Silver Bay, is a newly organized Maryland corporation focused on the acquisition, renovation, leasing and management of single-family properties. We generate virtually all of our revenue by leasing our portfolio of single-family properties and, from this revenue, expect to pay the operating costs associated with our business and any distributions to our stockholders. Our principal objective is to generate attractive risk-adjusted returns for our stockholders over the long term, primarily through dividends and secondarily through capital appreciation. We seek to establish a reputation as a good landlord to our tenants and a good neighbor in the communities where we operate. We believe that we can achieve economies of scale and develop a valuable consumer brand and that we are well positioned to be a market-leading firm in the single-family rental industry.

        We intend to elect and qualify to be taxed as a real estate investment trust, or REIT, for U.S. federal tax purposes. For more information related to the consequences of this election, please see "Distribution Policy" and "U.S. Federal Income Tax Considerations."

        We are externally managed by PRCM Real Estate Advisers LLC, or our Manager, and will rely on our Manager to provide or obtain on our behalf the personnel and services necessary for us to conduct our business as we have no employees of our own. Our Manager is a joint venture of Pine River Domestic Management, L.P., or Pine River, and Provident Real Estate Advisors LLC, or Provident. Silver Bay Property Corp., or our Manager's operating subsidiary, is a wholly owned subsidiary of our Manager. As of the date of this offering, our Manager and our Manager's operating subsidiary together provide us with a comprehensive suite of investment, acquisition and property management services, utilizing the combined expertise of Pine River and Provident.

        Upon completion of this offering and the Formation Transactions, we will own            single-family properties in nine markets located in Arizona, California, Florida, Georgia, Nevada and North Carolina. Our properties are located in target markets that we view as desirable because they have an oversupply of properties that can be acquired at attractive prices, favorable demographics and long-term economic trends and healthy demand for rental properties.

        For further information regarding the terms of the Formation Transactions, including the benefits to related parties, see "Structure and Formation of Our Company—Formation Transactions."

        We intend to continue acquiring single-family properties located in our target markets through a variety of acquisition channels, including foreclosure auctions, online auctions, multiple listing services, short sales and bulk purchases from institutions or investor groups disposing of portfolios of real estate owned by them. Upon completion of this offering, we will have approximately $             million in cash available for further acquisitions and working capital and we will have no outstanding indebtedness.

Our History and Manager

        Our Manager is a joint venture between Pine River Domestic Management L.P., or Pine River, which is an affiliate of both Pine River Capital Management L.P. and the external manager of Two Harbors, and Provident Real Estate Advisors LLC, or Provident. Our Manager was established with the mission of providing institutional capabilities in single-family property acquisition, renovation, management and leasing to an industry that has traditionally been fragmented in both its ownership and operations. Our Manager currently provides property management and acquisition services to Two Harbors Property and property management services to the Provident Entities.

        Pine River and Provident have experience and expertise in our business and related fields. Provident, a private capital management firm based in Minnesota, has been engaged in the acquisition, renovation, management and leasing oversight of a portfolio of predominantly single-family properties

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since 2009. Between 2009 and 2012, Provident raised approximately $92.4 million with which it acquired approximately 880 properties in Arizona, Florida, Georgia and Nevada. Provident acquired these properties through five private limited liability companies for which it serves as the managing member. We refer to these limited liability companies as the Provident Entities and expect to acquire them in the Formation Transactions. The Provident Entities are no longer raising additional funds or acquiring additional properties.

        In building and managing its portfolio, Provident developed a network of vendors, service providers and third-party property managers along with institutional knowledge related to the acquisition and management oversight of single-family properties. Our Manager has benefited from these relationships and experience by, where prudent, further developing relationships with third parties previously engaged by Provident. Our Manager has also sought to institutionalize the experience of Provident by hiring key members of its management team who have played important roles in the acquisition and management of Provident's portfolio. These relationships and personnel provide us with access to a base of knowledge and experience and a services infrastructure related to the acquisition, renovation, leasing and management of single-family properties across multiple markets.

        Pine River is a global asset management firm with institutional capabilities in managing new ventures, risk management, compliance and reporting. With more than $9.0 billion in assets under management as of June 30, 2012, Pine River has valuable industry and analytical expertise, extensive long-term relationships in the financial community and established fixed-income, mortgage and real estate investment experience. In addition, Pine River's experience in launching and managing a growing public REIT, Two Harbors Investment Corp., or Two Harbors, a public mortgage REIT, provides us with knowledge, expertise and experience in managing Silver Bay as a public REIT.

        In the first quarter of 2012, Two Harbors Property, a subsidiary of Two Harbors, began acquiring a portfolio of single-family residential properties to rent for income and to hold for investment. As of June 30, 2012, Two Harbors Property had purchased approximately 700 single-family properties in Phoenix, Tampa, Atlanta, Las Vegas, Tucson, Orlando and Northern and Southern California, at a total cost of approximately $71.8 million. In each of July and August 2012, it purchased more than 300 properties. As of August 31, 2012, Two Harbors Property had purchased approximately 1,370 single-family properties at a total cost of approximately $150.0 million. Two Harbors Property continues to acquire properties and recently expanded its target markets to include Charlotte, North Carolina.

        Our Manager's headquarters are located in Minnetonka, Minnesota, and its operating subsidiary has offices in Phoenix, Arizona, Atlanta, Georgia, Las Vegas, Nevada, Northern and Southern California and Charlotte, North Carolina. Since its formation in December 2011, our Manager has made significant investments to assemble acquisition and property management teams in our target markets. Our Manager's operating subsidiary currently has more than 50 employees and is a fully licensed real estate broker in the markets where we operate. Our Manager has also made significant investments in a technology infrastructure, building proprietary valuation models and other analytical tools in order to assess market opportunities and our portfolio as a whole, and is developing customized technology to more efficiently acquire and manage properties and provide a high level of customer service to tenants.

Initial Portfolio

        Concurrently with the closing of this offering, we plan to complete the Formation Transactions, pursuant to which we expect to acquire, through a series of contribution and merger transactions, Two Harbors Property and the Provident Entities, including the portfolio of single-family properties held by them in exchange for shares of our common stock, common units in the Operating Partnership and approximately $            in cash. As of the date of this prospectus, this portfolio consists of over            single-family properties. Our portfolio will increase by additional properties purchased by Two Harbors

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Property prior to the closing of the Formation Transactions. We refer to this portfolio as our Initial Portfolio. Our Initial Portfolio currently consists of a diversified pool of single-family properties located in eight target markets in Arizona, California, Florida, Georgia, and Nevada, and Two Harbors recently expanded its target markets to include North Carolina. The table below provides a summary of our Initial Portfolio as of June 30, 2012:


Initial Portfolio of Single-Family Homes as of June 30, 2012

Market
  Total
Number of
Properties
  Aggregate
Cost Basis(1)
  Average
Cost Basis Per
Property(1)
  Average Age
(in years)
  Average
Square
Footage
  Average
Monthly Rent
for Leased
Properties
 

Phoenix

    551   $     $       12.3     1,791   $ 993  

Tampa

    427                 14.4     1,812     1,239  

Atlanta

    303                 16.3     1,994     1,253  

Las Vegas

    101                 9.5     1,750     1,116  

Tucson

    78                 42.2     1,367     797  

Orlando

    52                 12.0     2,052     1,360  

Northern CA

    50                 38.8     1,551     (2)

Southern CA

    21                 39.0     1,405     (2)

Charlotte(3)

                             
                           

Totals

    1,583   $     $       16.1     1,808   $ 1,109  
                           

(1)
Two Harbors' properties represent an aggregate carryover cost basis of $71.8 million while the Provident Entities' aggregate cost basis of $             million reflects fair value due to purchase accounting.
(2)
As of June 30, 2012, there were no properties yet leased in this market.
(3)
As of June 30, 2012, there were no properties yet owned in Charlotte as we recently entered this market.

Our Strengths

Existing Portfolio of Single-Family Residential Rental Properties

        As part of the Formation Transactions and upon completion of this offering, we expect to acquire a cash-generating portfolio of over            single-family rental properties. Because the majority of this portfolio was originally acquired through use of the same acquisition infrastructure we will use following the offering, it demonstrates our Manager's ability to identify target markets that meet our criteria for depressed home prices and strong rental demand, to deploy significant amounts of capital in our target markets to achieve scale in a given market and to successfully execute our business strategy. We believe that the experience gained in acquiring this portfolio will allow us to continue to build our portfolio in an efficient manner.

Multi-Channel Acquisition Platform Supported by a Disciplined and Proven Acquisition Strategy

        Over the last three years, our Manager has developed expertise in the single-family housing market, invested in significant infrastructure and established many industry relationships, which together provide us with an institutional platform for our institutional single-family rental business. Our Manager has also developed proprietary systems and tools that allow us to efficiently screen target properties for those investments that meet our acquisition criteria. These tools and infrastructure are important because they enable us to effectively use multiple channels for our property acquisitions, including foreclosure and online auctions, MLS listings and bulk purchases. As evidenced by our Initial Portfolio and recent acquisition track record, this multi-channel acquisition infrastructure allows us to quickly and efficiently accumulate significant numbers of properties in one or multiple transactions.

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        Our acquisition strategy couples our multi-channel acquisition infrastructure with a disciplined property selection process. This property selection process begins with a broad-based market assessment of various housing markets to identify attractive markets and investment opportunities. We then utilize what we believe are appropriate assumptions when valuing prospective properties and continually review and adjust them to incorporate new market data and trends. We seek properties that meet our investment criteria, and we do not make purchases for the sole purpose of deploying capital at predetermined speeds. We believe this disciplined approach will help us avoid overpaying for properties and allow us to focus on the best return opportunities. We ultimately only make offers on a small percentage of the assets that we analyze, research and submit bids on. Current valuations in our target markets should permit us to effectively use our disciplined property acquisition strategy while maintaining adequate capital deployment rates. In addition, we believe that our strategy of investing in multiple markets gives us flexibility to deploy capital and helps diversify our portfolio and mitigate risk and overexposure to any single market.

Established and Scalable Maintenance and Property Management Infrastructure

        We believe that our Manager's centralized property management and monitoring infrastructure, combined with local personnel located in our target markets, enables us to provide an institutionalized approach to managing a geographically diverse portfolio of single-family properties. Our Manager manages our portfolio through a well-developed local market infrastructure, which includes its own offices and personnel, as well as the use of third-party managers, where appropriate. Our Manager's network of local industry relationships with third-party acquisition and property managers, contractors, agents and maintenance experts complements its internal expertise and allows it to provide a full suite of property management services. Our Manager's leasing operations also utilize a wide spectrum of marketing, tenant sourcing and leasing techniques from traditional newspaper ads and yard signage to online social media and website marketing to lease our properties to qualified tenants following stabilization and upon vacancy. Additionally, as part of our post-leasing and ongoing property management activities, our Manager's local teams will be involved in periodic site visits to monitor the use of our assets, to ensure compliance with homeowners' association rules and regulations and to demonstrate our commitment to provide superior single-family rental homes and service to our tenants.

Experienced Management Team Supported by Analytics, Research and Housing Market Expertise

        Our senior management team and that of our Manager includes individuals with decades of experience in the real estate and housing finance markets. Throughout their careers, these executives have managed various real estate-related businesses and executed structured real estate and financing transactions through multiple market cycles. In addition, Pine River has demonstrated a strong track record managing Two Harbors, a public REIT focused on acquiring and managing billions of dollars of residential mortgage-backed securities and other real estate related assets. For more information, see "Our Manager and Management Agreement—Historical Performance of Two Harbors."

        Our management team is supported by an extensive real estate finance analytical infrastructure developed by Pine River, from which we and our stockholders will benefit. Our Manager has also begun to assemble an analytics/technology platform that will enable it to take a quantitative approach to efficiently manage a significant portfolio of single-family rental homes. Our Manager has developed several proprietary tools including an automated valuation model, auction bidding technology and a database to track the status of our assets across our markets. The analytics platform is intended to monitor the portfolio and individual properties on a real-time basis, and to monitor publicly available data in each market to compare our portfolio's rent and occupancy statistics among our target markets and to those of the greater market. Gathering and analyzing real-time information such as single-family rental demand, inventory of homes, leasing rates and other data in our markets will allow us to run our business more efficiently.

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        We will also use our Manager's technology to provide high quality tenant services and believe it will eventually help us dispatch maintenance staff to service calls quickly and efficiently. We believe that technology is a critical component of our execution capabilities and it will enable us to scale our capabilities across multiple markets.

Commitment to Providing Institutional Platform and Excellence to Single-Family Residential Rental Market

        The single-family residential rental market has historically been fragmented in both ownership and operations. We believe there is an attractive opportunity for an integrated institutional platform devoted to professionally managing a portfolio of single-family rental properties on a large-scale basis across multiple markets. Our strategy revolves around providing high quality institutional services to our rental tenants similar to that found in the multifamily sector. Our Manager is creating operations within each of our target markets that focus on customer service, maintenance, leasing, marketing and other services. We will strive to ensure a consistently high level of service and to standardize our best practices to provide customer satisfaction and to further develop our brand. We believe that over time, tenants will want to rent homes from an established institutional manager from which they can expect to receive high-quality services and homes.

General Business Strategy and Growth Opportunities

        Our strategy is to acquire, renovate, lease and manage single-family residential properties located in markets with an oversupply of properties available at attractive prices that also exhibit favorable demographics, positive long-term economic trends and solid rental demand. Our target markets are Phoenix, Tampa, Atlanta, Las Vegas, Tucson, Orlando, Northern and Southern California and Charlotte. We continue to evaluate and monitor new markets. We acquire properties with the goal of generating rental income by leasing our properties at attractive yields to qualified tenants.

        We intend to hold our properties over the long term. Although we may consider the opportunistic disposition of assets, we have no pre-set investment horizon that would require their sale. As a long-term investor, we seek to align our interests with those of local communities in which our properties are located. We recognize that the opportunities we intend to pursue in the residential real estate market result in part from great strains on the local communities caused by falling home prices, foreclosed and distressed properties, neglected and abandoned homes and a glut of relatively inexpensive housing inventory. We believe that our focus on renovating and maintaining the physical quality of our homes and our desire to keep rent-paying tenants in houses offers the best solution to maintaining property values and the quality of the neighborhoods in which we invest. We also believe that our strategy will help to improve the balance and stability of communities that have suffered steep home price declines, and that by acquiring foreclosed, distressed properties, we will help clear excess inventory while making those communities more attractive.

Our Target Markets

        We employ a top-down selection process in our investment strategy. We start by identifying what we believe are the most attractive markets in the country for developing a single-family rental business, conducting extensive research and analysis on existing and potential target markets in order to fully evaluate existing and future housing dynamics. Housing prices and rental demand are driven in part by macroeconomic and demographics factors. We scrutinize many of these factors including existing supply of homes, vacancy, prior and projected population and household growth, prior and projected migration, regional market-building activity, mortgage delinquency figures, employment trends, income ratios and price-to-rent ratios. A small subset of these market-level statistics is highlighted below. We believe our initial target markets provide ample opportunity for growth while allowing flexibility in deploying capital.

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        In addition to market-level statistics, we incorporate local knowledge of communities and subdivisions in order to understand the fundamentals of the housing markets in which we operate. Our Manager has developed a regional market infrastructure with personnel working and residing in our current target markets who have extensive knowledge of those markets and broad relationships across various constituencies. We believe that this centralized, integrated institutional platform with a strong local presence and an ability to scale is critical to success in the single-family residential rental business.

        The table below sets forth certain criteria that our Manager analyzes in the markets that comprise our current portfolio or in which we expect to purchase property. We continue to acquire properties in these markets and will also opportunistically explore new markets using similar criteria.


Key Criteria for Our Target Markets

 
  Phoenix   Tampa   Atlanta   Las Vegas   Tucson   Orlando   Northern
California(3)
  Southern
California(4)
  Charlotte  

Total Housing Units (2010)(1)

    1,800,000     1,354,000     2,169,000     841,000     441,000     943,000     153,000     1,501,000     741,000  

Median House Price(2)

  $ 116,837   $ 133,765   $ 90,811   $ 118,428   $ 138,866   $ 125,307   $ 187,339   $ 169,039   $ 204,866  

Current Population (in thousands)(2)

    4,292     2,851     5,402     1,993     995     2,198     417     4,338     1,823  

Projected Population Growth (10 year annual)(2)

    2.5 %   1.4 %   1.9 %   3.0 %   2.8 %   2.7 %   0.4 %   1.3 %   2.4 %

Single-Family Residential Building Permits (Quarterly Average, Past 3 Years)(2)

    8,290     4,436     6,176     4,299     1,713     4,375     504     4,398     4,717  

Single-Family Residential Building Permits (Quarterly Average, 1990-2011)(2)

    29,203     11,983     36,065     16,928     5,382     14,036     1,377     18,694     11,816  

Median Household Annual Income(2)

  $ 52,190   $ 44,931   $ 55,812   $ 52,742   $ 44,667   $ 47,891   $ 67,361   $ 54,296   $ 52,173  

Projected Median Household Annual Income Growth (10 year annualized)(2)

    3.9 %   3.2 %   3.2 %   3.3 %   3.9 %   2.2 %   4.2 %   3.1 %   2.9 %

Unemployment(2)

    7.7 %   9.5 %   8.9 %   12.6 %   7.7 %   9.2 %   10.5 %   12.5 %   10.0 %

Projected Unemployment (Q1 2014)(2)

    6.4 %   9.1 %   7.8 %   10.1 %   7.8 %   8.9 %   9.6 %   11.3 %   8.9 %

(1)
Source: U.S. Census Bureau.
(2)
Source: Moody's. All data reported as of first quarter of 2012.
(3)
Northern California is represented by MSA Vallejo-Fairfield, although we also acquire properties selectively outside this MSA.
(4)
Southern California is represented by MSA Riverside-San Bernardino.

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Property Selection Criteria

        To help standardize acquisitions and to grow our business, we have developed certain criteria to guide our property selection process, some of which are presented below.


 
Segment of Housing Stock  

Entry-level single-family homes

   

Home size and price

   

Rent vs. purchase affordability


 
Vintage  

Age and condition of a property

   

Expected annual maintenance costs


 
Location  

Proximity to major employers

   

Ease of transportation/commute

   

Neighborhood

   

Homes that are part of cluster/community vs. "free standing"

   

Proximity to other properties in our portfolio

   

School districts and property taxes

   

Homeowners' association and rules


 
Property Description  

Size/square footage

   

Number of rooms (beds/baths)

   

Basements (finished vs. unfinished)

   

Pools

   

Lot size


 
Renovations Required  

Need and cost of renovation required vs. acquisition price and available rents in the market

   

Ranges of renovation acceptable


 
Acquisition Cost  

Price vs. estimated replacement cost


 
Rental Rates  

Focus on attractive risk-adjusted net rental yields


 

        After we have identified a property as meeting our acquisition criteria, we employ a rigorous underwriting process that involves physical inspections whenever possible and a review of title to the property. We visit substantially all properties before purchase and when possible perform an interior inspection. If we are unable to inspect the interior of a property prior to acquisition, our regional personnel utilize our vast database of prior acquisitions to guide estimates of potential renovation costs. Our regional market infrastructure allows for efficient site visits, neighborhood evaluations and property inspections. Our expertise in housing market trends, extensive databases of local market statistics and on-the-ground personnel provides an ability to quickly assess rental rates and potential tenant pool availability.

        We also conduct preliminary title work before each purchase, especially important in situations where a title policy will not be available prior to closing. We utilize closing agents and title insurance providers at the local level because we believe these relationships provide the most benefit as many help with services such as preliminary title checks that help us through the diligence process.

        Our Manager has built a proprietary database specifically designed to help with the underwriting, closing and documentation processes. This database helps track individual properties giving us the ability to store and track closing documents and property specific details and centralizes all data so that it can be reviewed by the central office at any time. Our Manager has also developed internal systems, infrastructure and personnel focused on legal documentation and closing of transactions. In addition, our Manager's ability to navigate local markets and state-specific laws and regulations on property acquisitions and rentals helps us scale our business and expand it in an efficient manner.

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Acquisition Channels and Infrastructure

        Our Predecessor and Provident have acquired and we will continue to acquire properties through multiple channels, including foreclosure and online auctions, listed sales of lender owned property, short sales, bulk purchases and traditional MLS-listed properties. The ability to effect transactions through each of these channels has enabled us to achieve a rapid acquisition pace but also requires a robust infrastructure. We utilize a hybrid approach for property acquisitions, using our Manager's operating subsidiary's internal teams in certain markets and using third parties in our other markets. For acquisitions in the Phoenix, Atlanta, Las Vegas, Northern and Southern California and Charlotte markets, our Manager uses its internal teams of more than 25 brokers and sales agents. Our Manager relies on third parties to provide such services in the Tampa, Tucson and Orlando markets and will evaluate future markets on a case-by-case basis as we expand. This approach enables us to take advantage of local knowledge and rental trends in making pricing decisions and pursuing our acquisition strategy.

        The chart below shows the pace of monthly acquisitions by Two Harbors Property beginning in the first quarter of 2012 through August 31, 2012 and reflects total transactions closed in a period and does not reflect accepted purchase agreements that have not yet closed:


Two Harbors Acquisition Pace

GRAPHIC


For purposes of this chart:

    "MLS" refers to a purchase of a single property directly from the owner, often as part of a short sale, regardless of whether listed as part of a multiple listing service.

    "Auction" refers to properties purchased at trustee or judicial auctions.

    "Bulk" refers to purchases of more than one property in a single sale directly from the owner, often an investor group, bank, financial institution or governmental agency, and may include future acquisitions of entire legal entities holding single-family properties.

A further description of each of these purchase methods is provided below.

        Foreclosure and Online Auction Purchases.    Our Predecessor and Provident have acquired most of their properties to date through auction purchases. Properties become available at auction when a person with a lien on the property forecloses on the lien. The property is then sold at auction, either by

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a court or trustee, in order to satisfy the debt owed to the lien holder. Auction processes vary significantly between jurisdictions driven by differences in state and local laws. In all cases, the careful evaluation and purchase of properties at auction requires a substantial investment of time and the ability to be nimble and disciplined on the day of the sales, as auctions tend to be fast-paced and disorganized. Our Manager's local teams have experience in evaluating target assets, conducting due diligence and bidding at foreclosure auctions and have developed the necessary skills to compete effectively within the parameters of the local rules. Additionally, our Manager has developed proprietary software to provide analytical support to our workforce, enabling them to quickly screen available properties according to a set of guidelines designed to ensure that acquisitions are in compliance with our overall strategy.

        Single-Property Purchases, Including REO and Short Sales.    We have and will continue to make purchases of single properties through direct contracts with property owners. Most of the single property purchases made outside of the auction channel involve sales of REO property or short sales listed through a local multiple listing service. REO refers to real estate owned by financial institutions or GSEs that they acquired by foreclosing on a mortgage or deed of trust and successfully bidding for the property at the ensuing auction. Short sales refer to properties sold by the homeowner for an amount less than the amount owed to lenders with a lien on the property. Because the purchase price will not satisfy the amounts owed, short sales require lender consent.

        In order to purchase a high volume of listed properties, we must assess a significant number of properties and make offers on many, all of which requires a substantial amount of dedicated effort. We believe the size and efficiency of our Manager's acquisition team, together with our Manager's technological systems that enable faster property evaluations, allow us to effectively pursue this strategy.

        Bulk Purchases.    We also expect to acquire properties through bulk purchases from financial institutions or other property owners, although we do not anticipate this channel will provide a predictable, consistent supply. Many financial institutions, including GSEs, hold large portfolios of REO property. In addition to selling these properties individually through a multiple listing service described above, since the beginning of 2012, financial institutions have begun bundling and selling these properties in bulk sales. Our Predecessor acquired approximately 100 properties in such sales and we anticipate bidding on bulk REO portfolios in the future. We believe that our deep relationships with many of the entities who are potential bulk sellers will enhance our ability to participate in and negotiate such sales. We also expect that private investors will begin offering portfolios of properties for sale in the coming years and expect an opportunity to bid on such portfolios.

        Performing adequate due diligence on a bulk portfolio requires a high volume of work, some of which can be accomplished through the use of our analytics systems and the rest of which requires substantial amounts of time and labor. Because of the scope of our Manager's acquisition infrastructure and the prior experience of our Manager's personnel, we are well positioned to perform these assessments without substantially disrupting the rest of our acquisition operations.

Property Renovation, Leasing and Management

        We believe we can differentiate ourselves from most other managers in our target markets by continuing our drive to institute a quality and consistency of customer service, maintenance, leasing, marketing and other services. Our Manager is focused on the full spectrum of the property management process, engaged in all required activities from the moment a property is identified and acquired through obtaining possession, renovation, marketing, tenant identification and screening, leasing, rent collections, tax and homeowners' association disbursements and ongoing property maintenance.

        The single-family rental business requires hands-on asset management capabilities and an integrated infrastructure in order to address a large-scale portfolio that is geographically dispersed. To

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support the portfolio and support the scalability of our property management operations, our Manager uses a solid staffing base, an efficient information technology infrastructure, outsourced vendors and a mix of in-house and third party managers. We believe we will be able to realize economies of scale through a superior technological platform and increasing portfolio size that will benefit investors by improving our expense ratios while providing institutional compliance, risk management and transparent reporting.

        Our Manager's core operations team, who oversees our renovation and property management teams, has substantial experience in residential property management. To implement our property management strategy, we are focused on using a centralized structure with significant local presence and expertise. Our Manager uses internal teams consisting of more than 20 employees in the Phoenix and Atlanta markets and rely on third parties to provide property management services in the Las Vegas, Tampa, Tucson, Orlando, Northern and Southern California and Charlotte markets.

        Property Renovation and Maintenance.    Most of the properties we acquire require some level of renovation and standardization before they are ready for leasing. We maintain consistent, system-wide standards for our properties that are implemented at the local level. Upon acquisition, our local teams determine the work needed to bring a property up to our desired standards and identify potential improvements that may increase attractiveness to potential tenants, reduce future maintenance expense and generally increase the long-term value of the property. Our teams then work closely with local vendors and contractors to perform this work.

        In markets where we have an internal property management team, our project managers oversee the work of local contractors engaged to renovate our homes. In markets where we rely on third-party managers, those managers oversee renovations, each having been trained with respect to our expectations and standards.

        Our renovation and maintenance approach is generally consistent across the various acquisition channels employed in building the investment portfolio. We are focused on maximizing long-term rental income and cash flows from our portfolio. As a result, our maintenance and renovation team strives to minimize the time required to renovate the property and prepare it for marketing and leasing. Depending on the market, we have historically been able to make the vast majority of our properties ready for lease within three to six months from the date of purchase, which includes time to obtain possession, renovate, and market for leasing.

        We believe there are economies of scale embedded in many aspects of the single-family residential rental business ranging from property acquisition to operations and management. We believe our scale will allow us to negotiate favorable rates on outsourced maintenance activities. Because of the high volume of business we do in our target markets we are able to get volume pricing from contractors and sub contractors and have been able to purchase materials at discounts through local and national buying programs.

        Leasing and Marketing.    We utilize the efforts of our local personnel and relationships with real estate agents in our target markets to advertise and lease our properties. In order to minimize the time to rent from initial listing, we market our properties through a variety of channels, including real estate brokers, newspapers and internet sites and the MLS.

        Prospective tenants are required to undergo background checks that include income verification, employment history, criminal record check, income-to-rent ratios, and credit score. We believe our focus on tenant screening will allow us to minimize charge offs and evictions. The vast majority of our leases are structured for 12 months.

        As part of our ongoing property management and monitoring activities, our local teams will be involved in periodic site visits. This will help us monitor the condition and use of our assets, compliance with homeowners' association rules and regulations and will demonstrate our commitment

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to our tenants. We believe that better service could result in lower turnover rates than our competition. Single-family home renters usually have stronger ties to the community and are less likely to want to move than their multifamily counterparts and as a result, we believe the turnover rate for single-family homes is significantly lower than multifamily rentals.

Portfolio Management

        As our portfolio matures, we will periodically review our properties, and will consider selective sales of properties to improve and rationalize the portfolio. The REIT rules impose certain limitations on the number and manner of any such sales.

Technology

        We endeavor to become a leader in the single-family rental business and see a robust analytics platform as imperative to this goal. As a first step towards this goal, our Manager hired an experienced director of data analytics who has been responsible for building its analytics platform, specifically the Automated Valuation Model, or AVM. Our AVM provides two main functions: (1) quick and accurate assessment of potential acquisitions on both an individual and bulk basis and (2) continual evaluation of our existing portfolio to help gauge performance. To better track market specific data, work has begun on a local market overlay system that will allow us to access real-time market data down to the zip code level. This will provide the data that is essential in order to conduct a quick and thorough analysis of our local markets and to adjust our strategy to coincide with changing market conditions.

        Given the operationally intensive nature of this business, it is also important to develop an information technology infrastructure that can help realize desirable economies of scale. To centralize all our properties and the related data, our Manager has developed Abacus, a proprietary cloud-based database platform. Abacus enables our local market teams to enter and edit property data continuously via their desktop or mobile device. Simultaneously, the corporate offices are able to track acquisition, renovation and property management activity without the delay associated with many other systems.

        The rest of our information technology infrastructure is provided by cloud-based vendors who provide scalable solutions that help prevent such infrastructure from becoming an impediment to growth. For example, in order to manage property management duties associated with bill payment, rent collection, rental availability and other property management duties, we use a nationally recognized property management software program that feeds directly to our website to provide ease of use to our tenants. Harnessing technology such as this will be essential to the eventual success of our business, and the cloud-based vendors providing the bulk of our information technology infrastructure provides scalable solutions that help prevent such infrastructure from becoming an impediment to growth.

Competition

        The residential rental market is fragmented in both its ownership and operations. We believe that bringing an institutionalized approach to the business carries many benefits. We will face competition in property acquisition from individual investors, private pools of capital and other institutional buyers which may increase the prices for properties that we would like to purchase and impact our ability to achieve our expected yields. We will also compete for the best tenants. However, we believe that being an early institutional participant in this sector, having an integrated and scalable platform with local market presence and using our wealth of existing in-house expertise will give us competitive advantages.

Our Investment Committee

        Substantially all of our investment activities will be conducted by our Manager and its affiliates. Our investment objectives are to maximize the cash flow of our properties, acquire properties with cash

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flow growth potential, provide quarterly cash distributions to stockholders and achieve long-term capital appreciation through increases in the value of our portfolio. It is our policy to acquire assets primarily for long-term rental income and secondarily for capital appreciation.

        We expect to establish an investment committee, which will review our strategy periodically with our Manager's executive team and will establish guidelines for the investment of our capital and the purchase of new properties. The investment committee of our Manager may, without a vote of the stockholders, consider any investment, including investments in non-single-family properties.

Use of Leverage

        To date, all of our properties have been purchased from equity capital. However, we may use leverage to increase potential returns to our stockholders in the future. Our decision to use leverage will be based on our Manager's assessment of a variety of factors, including the anticipated liquidity and price volatility of the assets in our investment portfolio, the cash flow generation capability of assets, the availability of credit on favorable terms, any prepayment penalties and restrictions on refinancing, the credit quality of our assets and our outlook for borrowing costs relative to the unlevered yields on our assets. Our decision to use leverage will be at our Manager's discretion and will not be subject to the approval of our stockholders. We are not restricted by our governing documents in the amount of leverage that we may use. We may, however, be limited or restricted in the amount of leverage we may employ by the terms and provisions of any financing or other agreements that we may enter into in the future.

Risk Management

        We will face various forms of risk in our business ranging from broad economic, housing market and interest rate trends to more specific factors such as credit risk related to our tenants, releasing of properties and competition for properties. We believe that the housing market and credit risk expertise developed by Pine River and our Manager will allow us to navigate these risks. Pine River has historically focused on credit research and the development of sophisticated analytical tools to help manage various types of risk. Additionally, the management team of Two Harbors has deep credit expertise and has successfully grown to over $11 billion of residential mortgage and other real estate-related assets since 2009, focusing on loan level and local market analysis and analyzing individual borrower behavior.

Insurance

        We carry comprehensive liability and commercial property insurance covering most of the properties in our portfolio under a blanket insurance policy. In some cases, we carry individual property policies where we deem it economically prudent. We believe the policy specifications and insured limits are appropriate and adequate for our properties given the relative risk of loss, the cost of the coverage and industry practice; however, our insurance coverage may not be sufficient to fully cover our losses. In addition, there are certain types of extraordinary losses, such as losses from terrorism and earthquakes, for which we do not have insurance. We specifically review those areas that are at a higher risk of potential loss from natural catastrophes as part of our initial property acquisition criteria. We will continue to monitor third-party earthquake insurance pricing and conditions for those of our properties located in earthquake prone areas and may consider obtaining third-party coverage if it is cost-effective.

Policies with Respect to Certain Other Activities

        We intend to raise additional funds through future offerings of equity or debt securities or the retention of cash flow (subject to REIT distribution requirements) or a combination of these methods.

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In the event that our board of directors determines to raise additional equity capital, it has the authority, without stockholder approval, to issue additional common stock or preferred stock in any manner and on such terms and for such consideration as it deems appropriate, at any time.

        In addition, we may borrow money to finance the acquisition of properties. Our investment guidelines, the assets in our portfolio, the decision to use leverage and the appropriate level of leverage will be based on our Manager's assessment of a variety of factors, including the anticipated liquidity and price volatility of the assets in our investment portfolio, the cash flow generation capability of assets, the availability of credit on favorable terms, any prepayment penalties and restrictions on refinancing, the credit quality of our assets and our outlook for borrowing costs relative to the unlevered yields on our assets. Our decision to use leverage will be at our Manager's discretion and will not be subject to the approval of our stockholders. We are not restricted by our governing documents in the amount of leverage that we may use.

        We have not made any loans to third parties, although we may make loans to third parties, including, without limitation, to joint ventures in which we participate.

        In connection with the Formation Transactions, we will issue equity securities in exchange for property or property interests. Other than the repurchase of shares from our Manager as described elsewhere in this prospectus, we have no current intention to repurchase or otherwise reacquire our shares, though we do so may in the future.

        As of the date of this prospectus, we do not intend to invest in the securities of other REITs, other entities engaged in real estate activities or securities of other issuers for the purpose of exercising control over such entities. We do not intend that our investments in securities will require us to register as an investment company under the Investment Company Act of 1940, and we would intend to divest such securities before any such registration would be required. We do not intend to underwrite securities of other issuers.

        We intend to furnish our stockholders with annual reports containing consolidated financial statements audited by our independent registered public accountants and file quarterly reports with the SEC containing unaudited consolidated financial statements for each of the first three quarters of each fiscal year.

        Our board of directors may change any of these policies without prior notice to you or a vote of our stockholders.

Regulation

General

        Our properties are subject to various covenants, laws and ordinances, and certain of our properties are also subject to the rules of the various homeowners' associations where such properties are located. We believe that we are in compliance with such covenants, laws, ordinances and rules and also require that our tenants agree to comply with such covenants, laws, ordinances and rules as a condition of their leasing terms.

Fair Housing Act

        The Fair Housing Act, or FHA, its state law counterparts and the regulations promulgated by HUD and various state agencies, prohibit discrimination in housing on the basis of race or color, national origin, religion, sex, familial status (including children under the age of 18 living with parents or legal custodians, pregnant women and people securing custody of children under the age of 18) or handicap (disability) and, in some states, on financial capability. We believe that our properties are in substantial compliance with the FHA and other regulations.

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Environmental Matters

        As a current or prior owner of real estate, we are subject to various federal, state and local environmental laws, regulations and ordinances and also could be liable to third parties as a result of environmental contamination or noncompliance at our properties even if we no longer own such properties. See the discussion under the caption "Risk Factors—Risks Related to our Business—We may be subject to unknown or contingent liabilities or restrictions related to properties that we acquire for which we may have limited or no recourse."

REIT Qualification

        In connection with this offering, we intend to elect to qualify as a REIT commencing with our initial taxable year ending on December 31, 2012. Our qualification as a REIT depends upon our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our shares. We believe that we have been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and that our intended manner of operation will enable us to meet the requirements for qualification and taxation as a REIT.

        So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on our REIT taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which we lose our REIT qualification. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income or property. In addition, any TRS we may form will be subject to U.S. federal, state and local taxes on its income or property.

Investment Company Act of 1940

        We intend to conduct our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the 1940 Act.

Employees

        We will be managed by our Manager pursuant to the management agreement between our Manager and us. All of our officers are employees or partners of our Manager or its affiliates. We will have no employees upon completion of this offer. See "Our Manager and the Management Agreement."

Legal Proceedings

        From time to time, we are party to claims and routine litigation arising in the ordinary course of our business. We do not believe that the results of the results of any such claims or litigation individually or in the aggregate, will have a material adverse effect on our business, financial position or results of operations.

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MANAGEMENT

General

        We are externally managed by PRCM Real Estate Advisers LLC, or our Manager, a joint venture between Pine River and Provident. Pursuant to the terms of the management agreement, our Manager provides us with our senior management team, including officers, along with appropriate support personnel. Each of our officers is an employee of our Manager or an employee or partner of Pine River. We do not have any employees. Our Manager will at all times remain subject to the supervision and oversight of our board of directors.

Our Directors, Director Nominees and Executive Officers

        Prior to the completion of this offering, we expect to identify and appoint additional independent director nominees for our board of directors. We have agreed that Two Harbors shall be entitled to appoint two directors in connection with the Formation Transactions who shall qualify as independent directors under the rules of the             and who shall hold office until the first anniversary following the closing of this offering. Pursuant to our charter, our stockholders will elect each of our directors to serve until the next annual meeting of our stockholders and until their successors are duly elected and qualify. See "Certain Provisions of Maryland Law and Our Charter and Bylaws—Our Board of Directors." Subject to rights pursuant to any employment agreements, officers serve at the pleasure of our board of directors. The board of directors intends to generally appoint executive officers annually following our annual meeting of stockholders to serve until the meeting of the board of directors following the next annual meeting of stockholders.

        The following table sets forth certain information with respect to our directors, director nominees and executive officers:

Name
  Age   Position Held with Us

Director Nominees

         

Brian C. Taylor

    48   Director Nominee

Irvin R. Kessler

    56   Director Nominee

Thomas Siering

    53   Director Nominee

Executive Officers

         

David N. Miller

    36   Chief Executive Officer, President and Director

Christine Battist

    43   Chief Financial Officer and Treasurer

Patrick Freydberg

    58   Chief Operating Officer

Timothy O'Brien

    53   General Counsel and Secretary

Director Nominees

        Brian C. Taylor will be appointed to our board of directors upon the closing of this offering. Mr. Taylor is the Chief Executive Officer and Chief Investment Officer of Pine River. Mr. Taylor founded Pine River in 2002 and is responsible for management of the business and oversight of its funds. Prior to Pine River's inception, Mr. Taylor was with EBF & Associates from 1988 to 2002; he was named head of the convertible arbitrage group in 1994 and Partner in 1997. His responsibilities included portfolio management, marketing, product development and trading information systems development. Mr. Taylor received a B.S. from Millikin University in Decatur, Illinois and an M.B.A. from the University of Chicago. Mr. Taylor passed the Illinois Certified Public Accountant Examination in 1986. Mr. Taylor also serves as chairman of the board of directors of Two Harbors Investment Corp. We believe Mr. Taylor is an appropriate director because of his knowledge of our Manager and its affiliate organizations. Mr. Taylor will also play a key liaison role between day-to-day management of Silver Bay and our independent directors. We also believe Mr. Taylor is an appropriate director because of his investment expertise.

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        Irvin R. Kessler will be appointed to our board of directors upon the closing of this offering. Mr. Kessler is the Chief Executive Officer and managing member of Provident Real Estate Advisors LLC, the managing member of each of the Provident Entities and one-third owner of our Manager. Mr. Kessler formed Provident Real Estate Advisors LLC in June 2007 and through it and the Provident Entities began to implement a strategic residential real estate investment strategy with hubs in Minnesota, Arizona, Nevada, Florida and Georgia. Mr. Kessler has served as the Chief Executive Officer of our Manager since January 2012 and has overseen the buildup of our Manager's operational capabilities. Mr. Kessler has extensive experience as an investor in a variety of asset classes. From 2003 through 2008, Mr. Kessler opened multiple funds focused on varying investment strategies. In 1994 and 1995, he co-founded Deephaven Capital Management and Arbitrade LLC, an options market making firm, respectively; he served as Chief Investment Officer and Chief Executive Officer from 1998 until retiring in 2001 and selling the parent company of both firms to Knight Trading Group in 2000. Mr. Kessler was also a director on the boards of the Chicago Board Options Exchange, or CBOE, and the Cincinnati Stock Exchange beginning in 1988. Prior to that, Mr. Kessler was a floor trader on various Chicago Exchanges including CBOE, the Chicago Board of Trade and the Chicago Mercantile Exchange. We believe Mr. Kessler is an appropriate director because of his experience investing in and overseeing the management of single-family properties gained in the past three years. Mr. Kessler also has an intimate knowledge of the operations of our Manager and our Manager's operating subsidiary, which should prove a valuable resource to our board of directors. We also believe Mr. Kessler is an appropriate director because of his general investment expertise.

        Thomas Siering will be appointed to our board of directors upon the closing of this offering. Mr. Siering is the Chief Executive Officer and a director of Two Harbors Investment Corp. and a Partner of Pine River. Prior to joining Pine River in 2006, Mr. Siering was head of the Value Investment Group at EBF & Associates, a private investment firm, from 1999 until 2006. During that period, he was also the manager for Merced Partners, LP, a private investment firm, and Tamarack International Limited, a closed-end, non-diversified investment management company. Mr. Siering was named a Partner at EBF & Associates in 1997. Mr. Siering joined EBF & Associates in 1989 as a trader. From 1987 to 1989, Mr. Siering held various positions in the Financial Markets Department at Cargill, Inc. From 1981 until 1987, Mr. Siering was employed in the Domestic Soybean Processing Division at Cargill in both trading and managerial roles. Mr. Siering holds a B.B.A. from the University of Iowa with a major in Finance. We believe Mr. Siering is an appropriate director because of his knowledge of our Manager and its affiliate organizations, which will help ensure that our Manager devotes adequate resources to us. We also believe Mr. Siering is an appropriate director because of his investment and public company management expertise.

Executive Officers

        David N. Miller is our Chief Executive Officer, President and a member of our board of directors. Mr. Miller has been a director and executive officer since August 2012. Beginning in 2011, Mr. Miller served as a Managing Director of Pine River Capital Management L.P. and Two Harbors Investment Corp., where he focused on strategy and new business development, including the formation and development of Silver Bay and the single-family property rental business. From 2008 to 2011, Mr. Miller served in various roles at the U.S. Department of Treasury, including as the Chief Investment Officer of the Troubled Asset Relief Program (TARP) where he was instrumental in building various investment programs and business units and overseeing the investment portfolio. From 2007 to 2008, Mr. Miller was a portfolio manager at HBK Capital Management focusing on equity investments. From 1998 through 2007, he held various positions at Goldman, Sachs & Co., including as a Vice President in the Special Situations Investing Group (2004-2007) where he focused on proprietary investments in debt and equity and as a financial analyst in the investment banking division (1998-2001) where he focused on corporate finance and mergers and acquisitions. Mr. Miller received an MBA from Harvard Business School and a B.A. in Economics from Dartmouth College. We believe

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Mr. Miller is an appropriate director because of his management role and knowledge of the operations of our Manager and our Manager's operating subsidiary as well as his general investment expertise.

        Christine Battist is our Chief Financial Officer and Treasurer. Ms. Battist has been an executive officer since our incorporation in July 2012. Prior to this appointment, Ms. Battist served as Managing Director at Two Harbors Investment Corp. overseeing investor and media relations since 2011. From 2005 to 2011, Ms. Battist served in various financial roles at The Mosaic Company [NYSE: MOS], first as Director of Financial Compliance from 2005 to 2007, leading the company's inaugural global Sarbanes-Oxley design and implementation after its merger, then as Director Investor Relations from 2007 to 2011. Ms. Battist was instrumental in leading Mosaic's investor relations during its formative years and through the spin-off and secondary offering of shares held by Mosaic's largest and private shareholder in 2011. Prior to joining the Mosaic Company, Ms. Battist was Director of Internal Audit for Tuesday Morning Corporation [NASDAQ: TUES] from 2003 to 2005. Ms. Battist began her career with PricewaterhouseCoopers LLP, spending a decade in ever-increasing roles and responsibilities, overseeing financial audit engagements for public companies in the U.S. capital and debt markets, including leading acquisition and carve-out transactions. She received a B.B.A. from St. Norbert College and is licensed as a Certified Public Accountant (inactive) in the State of Texas.

        Patrick Freydberg is our Chief Operating Officer. Mr. Freydberg has been an executive officer since August 2012. From 2003 to 2012 Mr. Freydberg served as President and Chief Operating Officer of Northbrook Partners, LLC a multifamily management company with over $1.2 billion in assets under management for BlackRock and RREEF Real Estate. From 2001 to 2003 Mr. Freydberg was a Regional Manager for SSR Realty Advisors, the pension fund advisory division of MetLife, where he ran operations for SSR's multifamily investments in the Northeast. Prior to that, Mr. Freydberg was a Director of Asset Management for Insignia/Douglas Elliman and was responsible for management of a portfolio of 5,000 distressed REO units for Citibank, the FDIC and other institutions. Mr. Freydberg received an MBA from the Johnson School of Management at Cornell University and a B.S. in Engineering from Cornell University. Mr. Freydberg is a licensed real estate broker in New York and Connecticut.

        Timothy O'Brien is our General Counsel and Secretary. Mr. O'Brien has been an executive officer since our incorporation in July 2012. Mr. O'Brien is a Partner of Pine River and has served as General Counsel and Chief Compliance Officer of Pine River since 2007. Mr. O'Brien is also General Counsel of Two Harbors. From 2004 to 2006, Mr. O'Brien served as Vice President and General Counsel of NRG Energy, Inc., a publicly listed power generation company. Mr. O'Brien served as Deputy General Counsel of NRG Energy, Inc. from 2000 to 2004 and Assistant General Counsel from 1996 to 2000. Prior to joining NRG Energy, Inc., Mr. O'Brien was an associate at the law firm of Sheppard Mullin in Los Angeles and San Diego, California. He received a B.A. in History from Princeton University in 1981 and a J.D. from the University of Minnesota Law School in 1986.

Director Independence

        The rules of            require that a majority of a company's board of directors be composed of "independent directors," which is defined generally as a person other than an executive officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director. Consistent with these considerations, our board of directors has affirmatively determined that each of            ,            ,             and            is an independent director.

Leadership Structure of the Board of Directors

        Our board of directors will be led by a Chairman who is appointed by the directors and who will initially be Brian C. Taylor. Both independent and non-independent directors are eligible for

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appointment as the Chairman. The Chairman presides at all meetings of the stockholders and of the board of directors as a whole. The Chairman performs such other duties, and exercises such powers, as from time to time shall be prescribed in our bylaws or by the board of directors. Our board of directors will adopt corporate governance guidelines effective upon completion of this offering. Our corporate governance guidelines will provide that the independent directors shall appoint one of their members to serve as the lead independent director. The lead independent director will be responsible for coordinating the activities of the other independent directors, including scheduling and conducting separate meetings of the independent directors and for such other duties as are assigned from time to time by the board of directors.                                    has been appointed as the lead independent director.

        Our board of directors will consist of a majority of independent directors and exercise a strong, independent oversight function. All of the committees of the board of directors—audit, compensation, and nominating and corporate governance committees—will be comprised entirely of independent directors. A number of board of directors and committee processes and procedures, including regular executive sessions of non-management directors and a regular review of the performance of our Manager provide substantial independent oversight of our management's performance. Under our bylaws and Corporate Governance Guidelines, our board of directors has the ability to change its structure if it determines that such a change is appropriate and in the best interest of the company. Our board of directors believes that these factors provide the appropriate balance between the authority of those who oversee the company and those who manage it on a day-to-day basis.

        We currently separate the roles of Chairman and Chief Executive Officer. However, our Chairman and our Chief Executive Officer are both affiliated with our Manager and Pine River. Our board of directors believes that this affiliation benefits us because these individuals are knowledgeable about our business and because they are able to ensure that adequate resources are devoted to us by our Manager and Pine River.

Board Committees

        Our board of directors will appoint an audit committee, a compensation committee, and a nominating and corporate governance committee and will adopt charters for each of these committees effective upon consummation of this offering. The composition of each committee will comply with the listing requirements and other rules and regulations of            and the SEC, as amended or modified from time to time, and will be comprised exclusively of independent directors as defined by such rules and regulations. Additionally, the compensation committee will be composed exclusively of individuals intended to be, to the extent required by Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, non-employee directors and will, at such times as we are subject to Section 162(m) of the Code qualify as outside directors for purposes of Section 162(m) of the Code.

        The following table summarizes the membership of each of our committees effective upon consummation of this offering:

Director
  Audit   Compensation   Nominating
& Corporate
Governance
 

                   

                   

                   

                   

Audit Committee

        Upon completion of this offering, our audit committee will consist of at least three of our independent directors. At least one member of the audit committee will qualify as an "audit committee

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financial expert" as that term is defined by the applicable SEC regulations and            corporate governance requirements and at least one member will be determined to be "financially sophisticated" as that term is defined by the            corporate governance requirements. The audit committee will be responsible for:

    engaging our independent certified public accountants;

    preparing audit committee reports;

    reviewing with the independent certified public accountants the plans and results of the audit engagement;

    approving professional services provided by the independent certified public accountants;

    reviewing the independence of the independent certified public accountants; and

    considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.

Compensation Committee

        Upon completion of this offering, our compensation committee will consist of at least three of our independent directors. The compensation committee will be responsible for:

    evaluating the performance of our officers;

    reviewing any compensation payable to our directors and officers;

    evaluating the performance of our Manager;

    reviewing the compensation and fees payable to our Manager under the management agreement;

    reviewing the compensation and fees payable to any affiliates of our Manager or any other related party;

    preparing compensation committee reports; and

    administering the issuance of any common stock or other equity awards issued to personnel of our Manager or its affiliates who provide services to us.

Nominating and Corporate Governance Committee

        Upon completion of this offering, our nominating and corporate governance committee will consist of at least three of our independent directors. The nominating and corporate governance committee will be responsible for:

    seeking, considering and recommending to our board of directors qualified candidates for election as directors;

    approving and recommending to our board of directors the appointment of each of our executive officers;

    periodically preparing and submitting to our board of directors for adoption the committee's selection criteria for director nominees;

    reviewing and making recommendations on matters involving the general operation of our board of directors and our corporate governance; and annually facilitating the assessment of our board of directors' performance as a whole and of the individual directors and reporting thereon to our board of directors.

        Our board of directors may from time to time establish certain other committees to facilitate the management of our company.

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Compensation Committee Interlocks and Insider Participation

        Upon completion of this offering and the Formation Transactions, we do not anticipate that any of our executive officers will serve as a member of a board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our board of directors or compensation committee.

Code of Business Conduct and Ethics

        Our board of directors will establish prior to the consummation of this offering a code of business conduct and ethics. Among other matters, the code of business conduct and ethics will be designed to deter wrongdoing and to promote:

    honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

    full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

    compliance with applicable governmental laws, rules and regulations;

    prompt internal reporting of violations of the code of business conduct and ethics to appropriate persons identified in such code; and

    accountability for adherence to the code of business conduct and ethics.

        Any waiver of the code of business conduct and ethics for our executive officers or directors may be made only by our board of directors or a committee thereof and will be promptly disclosed on the corporate governance section on our corporate website as required by law or stock exchange regulation.

Director Compensation

        We have not paid any cash compensation or granted any equity awards to any of the members of our board of directors since our incorporation. We do not have, and we do not currently intend to adopt, any plans or programs for our directors that provide for pension benefits or the deferral of compensation.

        Any member of our board of directors who is also an employee or partner of our Manager, our Manager's operating subsidiary, Pine River, Provident, or any of their respective affiliates will not receive any compensation from us for serving on our board of directors.

        Upon completion of this offering, each independent director will receive fees for their service as follows:

    each independent director will receive an annual fee of $            ;

    the audit committee chair will receive an additional fee of $            ; and

    the lead independent director will receive an additional fee of $            .

        The above fees will be payable half in cash and half in restricted shares of our common stock. The cash portion of the fee will be paid in four quarterly installments and prorated based on the date a director joins the board. The restricted stock portion of the fee will be granted pursuant to a restricted stock award agreement under the 2012 Equity Incentive Plan on the first business day following the annual meeting of stockholders at which such director is elected and the number of shares subject to issuance will be based on the fair market value of our common stock on the last trading day preceding the grant date. Each independent director on our board of directors on the closing of this offering will receive a grant of restricted shares of our common stock on that date in an amount prorated through the estimated date of our first annual meeting of stockholders and the number of shares subject to issuance will be based on the initial public offering price.

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Executive Officer Compensation

        We are externally managed by our Manager under the terms of the management agreement, pursuant to which our Manager provides us with all of the personnel required to manage our operations, including our executive officers. Since our formation, we have not paid any compensation to our executive officers and have not made any grants of plan-based awards, stock options or stock grants of any kind to them. We do not provide any of our executive officers with pension benefits or nonqualified deferred compensation plans. We do not have any employment agreements with any persons and are not obligated to make any payments to any of our executive officers upon termination of employment or a change in control of the company.

        We have not paid, and we do not currently intend to pay, any cash compensation to any of our officers, and we do not currently intend to adopt any policies with respect thereto. We have engaged our Manager pursuant to the terms of the management agreement. Under the management agreement, our Manager has agreed to provide us with our senior management team, including officers, along with appropriate support personnel. Our Manager has entered into a shared services and facilities agreement with Pine River, its majority owner, pursuant to which Pine River provides certain personnel, services and resources necessary for our Manager to perform its obligations and responsibilities under the management agreement. Our officers are partners or employees of Pine River and receive compensation from Pine River. Pine River makes all decisions relating to the compensation of such officers based on factors it deems appropriate. Except as specifically excluded from our reimbursement obligations under the management agreement, we directly or indirectly reimburse our Manager and Pine River for our allocable share of compensation paid to our officers. The advisory management fee that we pay our Manager under the management agreement provides an additional source of funds that our Manager or, through the distributions of income to its owners, Pine River may use to compensate our officers.

        See "Our Manager and the Management Agreement" for a description of the terms of the management agreement, including the advisory management fees payable to our Manager thereunder and our reimbursement obligations to our Manager.

2012 Equity Incentive Plan

        We will adopt prior to the completion of this offering, the 2012 Equity Incentive Plan, or 2012 Plan, to provide incentive compensation to attract and retain qualified directors, officers, advisors, consultants and other personnel, including personnel of Pine River, our Manager and their respective affiliates. The 2012 Plan permits the granting of stock options, restricted shares of common stock, phantom shares, dividend equivalent rights, or DERs, and other equity-based awards.

Administration

        The 2012 Plan will be administered by the compensation committee appointed by our board of directors. The compensation committee, appointed by our board of directors, will have the full authority to administer and interpret the 2012 Plan; to authorize the granting of awards; to determine the eligibility of directors, officers, advisors, consultants and other personnel, including personnel of Pine River, our Manager and their respective affiliates, to receive an award; to determine the number of shares of common stock to be covered by each award (subject to the individual participant limitations provided in the 2012 Plan); to determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the 2012 Plan); to prescribe the form of instruments evidencing awards; and to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the 2012 Plan or the administration or interpretation thereof. In connection with this authority, the compensation committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. The compensation committee administering the 2012 Plan will

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consist of            directors, each of whom is intended to be, to the extent required by Rule 16b-3 of the Exchange Act, a non-employee director and will, at such times as we are subject to Section 162(m) of the Code, qualify as an outside director for purposes of Section 162(m) of the Code. References below to the compensation committee include a reference to the board of directors for those periods in which the board of directors is acting as the administrator of the 2012 Plan.

Available Shares

        The 2012 Plan provides for grants of restricted common stock, phantom shares, dividend equivalent rights and other equity-based awards, subject to a ceiling of            shares available for issuance under the plan. The maximum number of shares that may underlie awards in any one year to any eligible person may not exceed             . If an award granted under the 2012 Plan expires or terminates, the shares subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. In addition, if any phantom shares or DERs are paid out in cash, the underlying shares may again be made the subject of grants under the 2012 Plan. Unless previously terminated by our board of directors, no new award may be granted under the 2012 Plan after the tenth anniversary of the date that such plan was initially approved by our board of directors. No award may be granted under the 2012 Plan to any person who, assuming payment of all awards held by such person, would own or be deemed to own more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock.

Awards under the Plan

        Restricted Shares of Common Stock.    A restricted share award is an award of shares of common stock that is subject to restrictions on transferability and such other restrictions, if any, that the compensation committee may impose at the date of grant. Grants of restricted shares of common stock may be subject to vesting schedules as determined by the compensation committee. The restrictions may lapse separately or in combination at such times and under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as the compensation committee may determine. Except to the extent restricted under the award agreement relating to the restricted shares of common stock, a participant granted restricted shares of common stock has all of the rights of a stockholder, including, without limitation, the right to vote and the right to receive dividends on the restricted shares of common stock. Although dividends may be paid on restricted shares of common stock, whether or not vested, at the same rate and on the same date as on shares of our common stock, holders of restricted shares of common stock are prohibited from selling such shares until they vest.

        Phantom Shares.    Phantom shares, when issued, will reduce the number of shares available for grant under the 2012 Plan and will vest as provided in the applicable award agreement. A phantom share represents a right to receive the fair value of a share of common stock, or, if provided by the compensation committee, the right to receive the fair value of a share of common stock in excess of a base value established by the compensation committee at the time of grant. Phantom shares may generally be settled in cash or by transfer of shares of common stock (as may be elected by the participant or the compensation committee, as may be provided by the compensation committee at the time of grant). The compensation committee may, in its discretion and under certain circumstances, permit a participant to receive as settlement of the phantom shares installments over a period not to exceed ten years. Unless otherwise determined by the compensation committee, the holders of awards of phantom shares will be entitled to receive dividend equivalents, which shall be payable at such time that dividends are paid on outstanding shares.

        Stock Options.    A stock option award is an award of the right to purchase a specific number of shares of common stock at a fixed exercise price determined on the date of grant. Stock option awards

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may either be incentive or non-qualified stock options; provided that incentive stock options may only granted to employees. The exercise price of such options must equal at least the fair market value of our common stock on the date of grant. An incentive stock option held by a participant who owns more than 10% of the total combined voting power of all classes of our stock, or of certain of our subsidiary corporations, may not have a term in excess of five years and must have an exercise price of at least 110% of the fair market value of our common stock on the grant date. The compensation committee will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the compensation committee. Subject to the provisions of the 2012 Plan, the compensation committee determines the remaining terms of the options (e.g., vesting). After the termination of service of an employee, director or consultant, the participant may exercise his or her option, to the extent vested as of such date of termination, for the period of time stated in his or her option agreement. If termination is due to death, the option, to the extent vested, will remain exercisable for 12 months. If the termination is due to retirement or disability, the option, to the extent vested, will remain exercisable for 24 months. In all other cases, the option will generally remain exercisable for three months following the termination of service. However, in no event may an option be exercised later than the expiration of its term. A participant shall have no rights as a stockholder until the participant exercises the option and the stock certificate is issued to the participant.

        DERs.    An award of DERs represents the right to receive (or have credited) the equivalent value (in cash, common stock or a combination of both, as determined by the compensation committee at the time of grant) of dividends paid on common stock. A participant holding DERs receives a credit for dividends declared on common stock on each dividend payment date during the period between (x) the date the award is granted to the participant and (y) the date the award is exercised, vests or expires, as determined by the compensation committee. The specific terms of a DER will be established by the compensation committee in its discretion.

        Other Share-Based Awards.    The 2012 Plan authorizes the granting of other awards based upon shares of our common stock (including the grant of securities convertible into shares of common stock and share appreciation rights), subject to terms and conditions established at the time of grant.

        Performance Awards.    The compensation committee may, in its discretion, grant awards intended to qualify as performance-based compensation for purposes of Code Section 162(m). Such performance-based awards will result in a payment to a participant only if performance goals established by the compensation committee are achieved, as determined by the compensation committee, and any other applicable vesting provisions are satisfied. The compensation committee will establish performance goals in its discretion, in compliance with the requirements of Code Section 162(m), which, depending on the extent to which they are met, will determine the number and/or the value of shares of common stock to be paid out to participants. For purposes of such awards, the performance goals may be one or more of the following, as determined by the compensation committee: (i) pre-tax income, (ii) after-tax income, (iii) net income (meaning net income as reflected in our financial reports for the applicable period, on an aggregate, diluted and/or per share basis), (iv) operating income, (v) cash flow, (vi) earnings per share, (vii) return on equity, (viii) return on invested capital or assets, (ix) cash and/or funds available for distribution, (x) appreciation in the fair market value of our common stock, (xi) return on investment, (xii) total return to stockholders (meaning the aggregate our common stock price appreciation and dividends paid (assuming full reinvestment of dividends) during the applicable period), (xiii) net earnings growth, (xiv) stock appreciation (meaning an increase in the price or value of our common stock after the date of grant of an award and during the applicable period), (xv) related return ratios, (xvi) increase in revenues, (xvii) our published ranking against its peer group of real estate investment trusts based on total stockholder return, (xviii) net earnings, (xix) changes (or the absence of changes) in the per share or aggregate market price of our common stock, (xx) number of securities sold, (xxi) earnings before

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any one or more of the following items: interest, taxes, depreciation or amortization for the applicable period, as reflected in our financial reports for the applicable period and (xxii) total revenue growth (meaning the increase in total revenues after the date of grant of an award and during the applicable period, as reflected in our financial reports for the applicable period).

Change in Control

        Under the 2012 Plan, a change in control is generally defined as the occurrence of any of the following events: (i) the acquisition of more than 50% of our voting shares by any person; (ii) the sale or disposition of all or substantially all of our assets; (iii) a merger, consolidation or statutory share exchange where our stockholders immediately prior to such event hold less than 50% of the voting power of the surviving or resulting entity; (iv) during any 12-calendar-month period, our directors, including subsequent directors recommended or approved by our directors, at the beginning of such period cease for any reason other than due to death to constitute a majority of our board of directors; or (v) stockholder approval of our liquidation or dissolution. Notwithstanding the foregoing, no event or condition described in clauses (i) through (v) above shall constitute a change in control if it results from a transaction between us and our Manager or an affiliate of our Manager.

        Upon a change in control, the compensation committee may make such adjustments as it, in its discretion, determines are necessary or appropriate in light of the change in control, but only if the compensation committee determines that the adjustments do not have an adverse economic impact on the participants (as determined at the time of the adjustments). Unless otherwise provided in a grantee's award agreement, upon a change in control, all restrictions and conditions on each DER will automatically lapse and all grants under the 2012 Plan will be deemed fully vested in the grantee.

Amendments and Termination

        Our board of directors may amend, alter or discontinue the 2012 Plan but cannot take any action that would impair the rights of a grantee with respect to grants previously made without such grantee's consent. To the extent necessary and desirable, our board of directors must obtain approval of our stockholders for any amendment that would:

    other than through adjustment as provided in the 2012 Plan, increase the total number of shares of common stock reserved for issuance under the 2012 Plan;

    change the class of officers, directors, employees, consultants and advisors eligible to participate in the 2012 Plan;

    re-price any awards under the 2012 Plan; or

    otherwise require such approval.

        The compensation committee may amend the terms of any award granted under the 2012 Plan, prospectively or retroactively, but generally may not impair the rights of any participant without his or her consent.

Federal Income Tax Consequences

        The following is a very general description of some of the basic tax principles that apply to awards under the 2012 Plan. The grant of an option will create no tax consequences for the participant or the company. A participant will have no taxable income upon exercise of an incentive stock option, except that the alternative minimum tax may apply. Upon exercise of a non-qualified option, a participant generally must recognize ordinary income equal to the fair market value of the shares acquired minus the exercise price. Upon a disposition of shares acquired by exercise of an incentive stock option before the end of the applicable incentive stock option holding periods, the participant generally must

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recognize ordinary income equal to the lesser of (1) the fair market value of the shares at the date of exercise minus the exercise price or (2) the amount realized upon the disposition of the option shares minus the exercise price. Otherwise, a participant's disposition of shares acquired upon the exercise of an option generally will result in capital gain or loss. Other awards under the 2012 Plan, including restricted stock, phantom shares and DERs generally will result in ordinary income to the participant at the later of the time of delivery of cash or shares, or the time that either the risk of forfeiture or restriction on transferability lapses on previously delivered shares or other property. Except as discussed below, we generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with an award, but will be entitled to no tax deduction relating to amounts that represent a capital gain to a participant. Thus, we will not be entitled to any tax deduction with respect to an incentive stock option if the participant holds the shares for the incentive stock option holding periods.

        Code Section 162(m) generally limits the tax deductibility of compensation paid to each of certain executive officers to $1 million per year, but allows deductions in excess of this amount for "performance-based compensation" as defined under Code Section 162(m). We intend that options granted under the 2012 Plan will qualify as performance-based compensation under Code Section 162(m). In addition, other awards under the 2012 Plan, such as restricted stock, phantom shares, DERs and other stock-based awards, generally may not qualify, so that compensation paid to executive officers in connection with such awards may not be deductible.

        Please note, the forgoing is general tax discussion and different tax rules may apply to specific participants and transactions under the 2012 Plan.

Limitation of Liability and Indemnification

        Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision that eliminates such liability to the maximum extent permitted by Maryland law.

        Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the fullest extent permitted by Maryland law, to indemnify, and to pay or reimburse reasonable costs, fees and expenses (including attorneys' fees, costs and expenses) in advance of final disposition of a proceeding and without requiring a preliminary determination of ultimate entitlement to indemnification, to any present or former director or officer of the company or any individual who, while a director or officer of our company and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner, trustee, member or manager of such corporation, real estate investment trust, partnership, joint venture, trust, limited liability company, employee benefit plan or other enterprise, and who was or is made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of his or her service in that capacity. Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any personnel or agent of our company or a predecessor of our company.

        The Maryland General Corporation Law, or the MGCL, requires us (unless our charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made or threatened to be made a party by reason of his service in that capacity. The MGCL permits us to indemnify our present and former directors and officers, among others, against judgments, penalties, fines, settlements and

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reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty; (ii) the director or officer actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Under the MGCL, a Maryland corporation may not indemnify a director or officer in a suit by or in the right of the corporation in which the director or officer was adjudged liable on the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. In addition, the MGCL permits us to advance reasonable expenses to a director or officer upon our receipt of (i) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by us and (ii) a written undertaking by the director or officer or on the director's or officer's behalf to repay the amount paid or reimbursed by us if it is ultimately determined that the director or officer did not meet the standard of conduct.

        Under the management agreement, our Manager maintains a contractual as opposed to a fiduciary relationship with us which limits our Manager's obligations to us to those specifically set forth in the management agreement. The ability of our Manager and its officers and employees to engage in other business activities may reduce the time our Manager spends managing us. In addition, unlike for directors, there is no statutory standard of conduct under the MGCL for officers of a Maryland corporation. Instead, officers of a Maryland corporation, including officers who are employees of our Manager, are subject only to general agency principles, including the exercise of reasonable care and skill in the performance of their responsibilities, as well as the duties of loyalty, good faith and candid disclosure.

        We expect to enter into indemnification agreements with each of our directors and executive officers that provide for indemnification to the maximum extent permitted by Maryland law.

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OUR MANAGER AND THE MANAGEMENT AGREEMENT

General

        We will be externally managed and advised by PRCM Real Estate Advisers LLC, or our Manager. Each of our officers is an executive of our Manager or its affiliates. The executive offices of our Manager are located at 601 Carlson Parkway, Suite 250, Minnetonka, MN 55305, and the telephone number of our Manager's executive offices is (612) 629-2484. See "Business and Properties—Our Manager" for a description of our Manager and our Manager's operating subsidiary.

Advisory Management Agreement

        We will enter into an advisory management agreement with our Manager and our Manager's operating subsidiary effective upon the closing of this offering. Pursuant to the management agreement, our Manager will design and implement our business strategy and administer our business activities and day-to-day operations, subject to oversight by our board of directors. Our Manager will be responsible for, among other duties: (1) performing and administering all our day-to-day operations, (2) determining investment criteria in cooperation with our board of directors, (3) sourcing, analyzing and executing asset acquisitions, sales and financings, (4) performing asset management duties and (5) performing certain financial, accounting and tax management services. Our Manager has agreed not to provide these services to anyone other than us, our subsidiaries and any future joint venture in which we are an investor prior to the second anniversary of this offering.

Advisory Management Fee

        Our Manager will receive an advisory management fee paid in cash, paid quarterly in arrears equal to 0.375% of the daily average of our fully diluted market capitalization for the preceding quarter (a 1.5% annual rate), less any base management fees received by our Manager's operating subsidiary or its affiliates under the property management and acquisition services agreement described below. We will not pay our Manager any incentive-based fees. In the event certain conditions are satisfied at the closing of this offering and we are obligated to make additional cash payments to the contributors in the Formation Transactions, the advisory management fee that we are required to pay to the Manager for advisory fees during the first year following the closing of this offering shall be reduced by a like amount.

        For purposes of calculating the advisory management fee, our diluted market capitalization on a given day is calculated in accordance with following formula:

Fully Diluted Market Cap = FMVCommon × (OutCommon + OutCommonEquiv) - AECommonEquiv

where:

    FMVCommon =   the most recent closing price per share of our common stock

 

 

OutCommon =

 

the number of shares of common stock issued and outstanding

 

 

OutCommonEquiv =

 

the maximum number of shares of common stock issuable pursuant to outstanding rights, options or warrants to subscribe for, purchase or otherwise acquire our common stock or securities convertible into our common stock (including common units in the Operating Partnership) that are in the money and held by people other than us or one of our subsidiaries

 

 

AECommonEquiv =

 

the aggregate consideration payable to the company upon the redemption exercise, conversion and/or exchange of any outstanding rights, options or warrants to subscribe for, purchase or otherwise acquire our common stock or securities convertible into our common stock (including common units in the Operating Partnership) that are in the money and held by people other than us or one of our subsidiaries

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        If we issue preferred stock or securities convertible into or rights, options or warrants to subscribe for, purchase or otherwise acquire our preferred stock, the value of such securities will be determined as described in the management agreement and added to the calculation of fully diluted market capitalization. If the Operating Partnership issues any equity interest that is not otherwise captured by the formula above, or securities convertible, redeemable, exercisable or otherwise exchangeable for any equity interest in the Operating Partnership, the value of such equity interests will be determined as described in the management agreement and added to the calculation of fully diluted market capitalization.

Expense Reimbursement

        We will also reimburse our Manager for all expenses incurred on our behalf and otherwise in the operation of its business, including (i) our allocable share of the compensation paid by Pine River or our Manager to their personnel serving as our principal financial officer, chief operating officer, chief technology officer and general counsel and personnel employed by Pine River or our Manager as in-house legal, tax, accounting, consulting, auditing, administrative, information technology, valuation, computer programming and development, back-office resources or otherwise who provide services to us and (ii) any amounts for personnel of Pine River's affiliates arising under a shared services and facilities agreement (other than for the CEO and personnel providing data analytics directly supporting the investment function). If our Manager provides services to a party other than us or one of our subsidiaries, a portion of these expenses will be allocated to and reimbursed by such other party in a fair and equitable manner as determined by our Manager in good faith.

Term and Termination

        The initial term of the management agreement expires on the third anniversary of the closing of this offering and will be automatically renewed for a one-year term each anniversary thereafter unless terminated as described below. Our independent directors will review our Manager's performance annually, and following the initial term, the management agreement may be terminated by us upon the affirmative vote of at least two-thirds of our independent directors based upon unsatisfactory performance that is materially detrimental to us. We must provide notice of any such termination at least 180 days prior to the expiration of the then-current term and pay our Manager a termination fee as described below. We may also terminate the management agreement at any time, including during the initial term, without the payment of any termination fee, with at least 30 days' prior written notice to our Manager for cause, as described in the management agreement, in the absence of our Manager's timely cure. Except as stated above, we do not have the right to decline to renew the management agreement. Our Manager may terminate the agreement with at least 60 days' prior written notice for cause, as described in the management agreement, in the absence of our timely cure in which case we would owe a termination fee. Our Manager also may decline to renew the management agreement by providing us with 180 days' prior notice in which case we would not owe a termination fee.

Termination Fee

        Upon termination of the management agreement by us for reasons other than for cause or by our Manager for cause that we were unable or unwilling to timely cure, we will pay our Manager a termination fee equal to 4.5% of the daily average of our fully diluted market capitalization in the quarter preceding such termination.

Property Management and Acquisition Services Agreement

        Upon closing of this offering, we will also enter into a property management and acquisition services agreement with our Manager's operating subsidiary. Under this agreement, our Manager's operating subsidiary will acquire additional single-family properties on our behalf and manage our

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properties. Our Manager's operating subsidiary has agreed not to provide these services to anyone other than us, our subsidiaries and any future joint venture in which we are an investor prior to the second anniversary of this offering.

Expense Reimbursement

        We will reimburse our Manager's operating subsidiary for all expenses incurred on our behalf. Additionally, for so long as it provides services exclusively to us, we will reimburse our Manager's operating subsidiary for all costs and expenses incurred by it in the operation of its business, including the compensation of its employees. If our Manager's operating subsidiary provides services to a party other than us or one of our subsidiaries, a portion of these expenses will be allocated to and reimbursed by such other party as reasonably determined by our Manager's operating subsidiary in good faith.

Property Management Fee

        Our Manager's operating subsidiary will receive a property management fee equal to 5% of certain costs and expenses incurred by it in the operation of its business that are reimbursed by us. The advisory management fee paid to our Manager is reduced by this property management fee paid to our Manager's operating subsidiary. We will not pay our Manager's operating subsidiary any incentive-based fees.

Term and Termination

        The initial term of the property management and acquisition services agreement will expire on the first anniversary of the closing of this offering and will be automatically renewed for a one-year term each anniversary thereafter unless terminated as follows. We may terminate the property management and acquisition services agreement only upon termination of the management agreement or for cause. Our Manager's operating subsidiary may terminate the property management and acquisition services agreement upon 90 days' notice during the initial term or any renewal term, provided our Manager or our Manager's operating subsidiary has obtained a substitute provider of acquisition and property management services for us.

Shared Services and Facilities Agreement

        Our Manager will enter into a shared services and facilities agreement with Pine River, pursuant to which Pine River will provide our Manager with access to, among other things, office space, equipment, certain of Pine River's personnel and other resources necessary to enable our Manager to perform its obligations under the management agreement. The shared services and facilities agreement will provide us access to Pine River's assistance with corporate operations, legal and compliance functions. Our Manager will be required to reimburse Pine River for all out-of-pocket expenses incurred by Pine River and its personnel in the performance of services for our Manager under the shared services and facilities agreement and for the allocable share of the compensation paid by Pine River and its affiliates to their respective personnel serving as our principal financial officer, chief operating officer, chief technology officer and general counsel and personnel employed by Pine River and its affiliates providing in-house legal, tax, accounting, consulting, auditing, administrative, information technology, valuation, computer programming and development and back-office resources to us. The allocable share of such out-of-pocket costs is based upon commercially reasonable estimates of the percentage of time devoted by such personnel of Pine River and its affiliates to our affairs. Upon consummation of this offering and the entry into the management agreement, we will be required to reimburse our Manager for these personnel costs pursuant to the terms of the management agreement.

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Grants of Equity Compensation to our Manager, Its Personnel and Its Affiliates

        Although there is no current intention to do so, as a component of our Manager's compensation, we may in the future issue to our Manager stock-based compensation under the 2012 Plan. Following the offering, we intend to offer stock-based compensation to personnel and affiliates of our Manager and our Manager's operating subsidiary. See "Management—2012 Equity Incentive Plan" above.

Historical Performance of Two Harbors

        The information set forth below includes certain historical, financial and other data for Two Harbors Investment Corp. [NYSE: TWO], a publicly traded REIT managed by an affiliate of our Manager. Two Harbors is focused primarily on investing, financing and managing residential mortgage-backed securities but has also invested, to a limited extent, in other real estate related assets such as its investment in single-family properties beginning in 2012. Although we believe the experience of our executive officers and our Manager in raising and deploying capital and managing a publicly traded REIT are relevant to our business, our investment strategy and structure are different from the primary focus of Two Harbors and our performance will also depend on many factors and risks that are not applicable to the performance of Two Harbors. As a result, our financial performance and returns will differ from Two Harbors and the differences may be significant. An investment in our common stock is not an investment in Two Harbors, and investors should not assume that they will experience returns, if any, that are comparable to those experienced by investors in Two Harbors.

        PRCM Advisers LLC, a wholly owned subsidiary of a Pine River affiliate, currently manages Two Harbors, a publicly traded REIT listed on the New York Stock Exchange, which focuses on investing in, financing and managing residential mortgage-backed securities, residential mortgage loans, residential real properties, and other financial assets. As of June 30, 2012, Two Harbors had over $2.2 billion in market capitalization and nearly $13 billion in assets. Two Harbors was incorporated in Maryland on May 21, 2009 and commenced operations as a publicly traded company on October 28, 2009, upon completion of a merger with Capitol Acquisition Corp., which became Two Harbors' wholly owned indirect subsidiary as a result of the merger. From commencement of operations in October 2009 through June 30, 2012, Two Harbors has raised an aggregate of approximately $2.1 billion of equity capital from investors and, as of June 30, 2012, owned approximately $13.0 billion of residential mortgage-backed securities, mortgage loans, residential properties and other assets.

        The table below sets forth certain historical information for Two Harbors from commencement of operations as a publicly traded company in October 2009 through June 30, 2012:


Two Harbors Investment Corp.

 
   
  Year ended December 31,    
 
 
  Six months ended
June 30,
2012
  Partial year ended
December 31,
2009(1)
 
(dollar amounts in thousands, except per share data)
  2011   2010  

Total equity capital raised(2)

  $ 692,013   $ 1,006,636   $ 235,275     N/A  

Beginning net asset value per share

  $ 9.03   $ 9.44   $ 9.08   $ 9.30  

Ending net asset value per share

  $ 9.94   $ 9.03   $ 9.44   $ 9.08  

Total dividends declared per share

  $ 0.80   $ 1.60   $ 1.48   $ 0.26  

Total economic return(3)

    18.9 %   12.6 %   20.3 %   0.4 %

Total stock price return(4)

    21.1 %   10.8 %   17.3 %   2.7 %

(1)
Two Harbors Investment Corp. was incorporated on May 21, 2009 for the purpose of completing a merger transaction with Capitol Acquisition Corp., its accounting acquirer, and prior to such time had no material assets and liabilities. At the closing of the merger transaction, after deducting transaction costs and expenses, and after purchasing or converting to cash the shares of common stock of Capitol Acquisition Corp. stockholders who did not elect to participate in the merger, Two Harbors had approximately $124.0 million in cash available to fund investments and operations. No further offering activity took place in 2009.

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(2)
Total equity capital raised, net of underwriting discount and other offering expenses. Excludes shares issued pursuant to Two Harbors' at-the-market offering program, dividend and direct share purchase program, 2009 equity incentive plan and any issuance pursuant to the exercise of outstanding warrants to purchase common stock of Two Harbors.
(3)
Total return on book value represents the sum of the change in net asset value during the period and dividends declared during the period, divided by the net asset value at the beginning of the period. Total economic return does not represent the return on an investment in common stock of Two Harbors made during the period, but rather represents the return on an investment in common stock of Two Harbors held by an investor during the entirety of the period.
(4)
Source: Bloomberg.com. Total stock price return represents the percentage change over the selected period on a $100.00 investment in Two Harbors' common stock price from: (1) for the partial year ended December 31, 2009, Two Harbors' initial closing price of $9.80 and (2) for the years ended December 31, 2010 and 2011 and the six months ended June 30, 2012, the last trading date of the prior fiscal year, in each case with all dividends being reinvested on the ex-dividend date.

        We have provided supplemental prior performance data for Two Harbors in the Appendix to this prospectus. The supplemental data includes the following prior performance tables: Table I (Experience in Raising and Investing Funds), Table II (Compensation to an Affiliate of our Manager) and Table III (Operating Results).

Conflicts of Interest Relating to Pine River, Provident and Our Manager

        We are subject to conflicts of interest relating to our Manager, Pine River and Provident because, among other things:

    The management agreement was not negotiated at arm's length, and may not be on terms as favorable as we could have negotiated with a third party. Pursuant to the management agreement, our Manager will be obligated to supply us with substantially all of our senior management team. Subject to investment and other guidelines or policies adopted by our board of directors, our Manager has significant discretion regarding the implementation of our investment and operating policies and strategies. Neither our Manager nor Pine River or Provident will be obligated to dedicate any specific personnel exclusively to us, nor will they or their personnel be obligated to dedicate any specific portion of their time to the management of our business.

    Each of our executive officers, as well as each of Brian Taylor, Thomas Siering and Irvin Kessler, non-independent director nominees, is also an employee of our Manager or our Manager's operating subsidiary, an employee or partner of Pine River or, in the case of Mr. Kessler, a member and manager of Provident. These individuals have interests in our relationships with our Manager, Pine River and Provident that are different than the interests of our stockholders. In particular, these individuals will have a direct interest in the financial success of our Manager, which may encourage these individuals to support strategies that impact us based upon these considerations. As a result of these relationships, these persons have a conflict of interest with respect to our agreements and arrangements with our Manager, Pine River, Provident and their respective affiliates, including our Manager's operating subsidiary, which were not negotiated at arm's length, and the terms of such agreements and arrangements may not be as favorable to us as if they had been negotiated with an unaffiliated third party.

    Our executive officers who are partners or employees of Pine River are not required to devote a specific amount of time to our affairs.

    Our Manager may enter into agreements with other parties, including its affiliates, for the purpose of engaging one or more parties for and on behalf, and at the sole cost and expense, of us to provide property management, asset management, leasing, development and/or other services to us (including portfolio management services with respect to our investments and monitoring services with respect to property management and acquisition activities provided by third parties) pursuant to agreement(s) with terms which are then customary for agreements regarding the provision of services to companies that have assets similar in type, quality and value to our assets; provided that (i) any such agreements entered into with affiliates of our

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      Manager shall be (A) on terms no more favorable to such affiliate than would be obtained from a third party on an arm's-length basis and (B) to the extent the same do not fall within the provisions of our investment guidelines, approved by a majority of our independent directors, (ii) with respect to portfolio management services, our Manager shall remain liable for the performance of such portfolio management services and (iii) with respect to monitoring services, any such agreements shall be subject to our prior written approval.

    Our Manager may retain, for and on behalf and at our sole cost and expense, such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, valuation firms, financial advisors, due diligence firms, underwriting review firms, banks and other lenders and others as our Manager deems necessary or advisable in connection with our management and operations, and our Manager shall have the right to cause any such services to be rendered by its employees or affiliates. Except as otherwise provided in the management agreement, we shall pay or reimburse our Manager or its affiliates performing such services for the cost thereof; provided that such costs and reimbursements are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's length basis.

    Our Manager may subcontract and assign its responsibilities under the management agreement to any of its affiliates in accordance with the terms of the management agreement applicable to any such subcontract or assignment. In addition, our Manager may assign the management agreement to any of its affiliates without the approval of our independent directors.

    Our Manager's liability is limited under the management agreement, and we have agreed to indemnify our Manager and their respective affiliates, including Pine River and our Manager's operating subsidiary, with respect to all expenses, losses, damages, liabilities, demands, charges and claims arising from acts or omissions of such indemnified parties not constituting (i) reckless disregard of our Manager's duties under the management agreement which has a material adverse effect on us, (ii) willful misconduct or (iii) gross negligence. As a result, we could experience poor performance or losses for which our Manager would not be liable.

    Under the management agreement, we are required to pay our Manager an advisory management fee based on our market capitalization, regardless of the performance of our portfolio. Accordingly, increases in the price of our common stock will increase our expenses and reduce our profitability and distributable cash. In addition, our Manager might not have an adequate incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio, which could, in turn, adversely affect our financial results. Consequently, we may be required to pay our Manager significant advisory management fees despite experiencing a net loss or a decline in the value of our portfolio. Further, the advisory management fee structure gives our Manager an incentive to maximize market capitalization by the issuance of new common stock or the retention of existing equity, regardless of the effect of these actions on existing stockholders. In other words, the advisory management fee structure rewards our Manager primarily based on the size of the company and not on our returns to stockholders.

    Our Manager, our Manager's operating subsidiary and members of their respective management teams will be free to manage single-family real estate properties owned by others after the expiration of the exclusivity periods which is the second anniversary of this offering. These properties may include single-family real estate properties owned by funds or other entities created or controlled by Pine River, its affiliates or unaffiliated third parties. If this occurs, our Manager, our Manager's operating subsidiary and/or members of their respective management teams may devote a disproportionate amount of time and other resources to acquire or manage properties owned by others. Pine River has no plans at this time to create other subsidiaries or

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      joint ventures that compete directly with our Company or our Manager, nor does Pine River have any plans at this time to manage other properties. Prior to the completion of this offering, our board of directors will institute policies and procedures to address any conflicts of interest that may arise if Pine River or our Manager or their respective affiliates were to engage in any competing businesses.

    The liability of our Manager's operating subsidiary is limited under the property management and acquisition services agreement, and we have agreed to indemnify our Manager's operating subsidiary and its respective affiliates, with respect to all claims, liabilities, losses, damages, costs and expenses arising from the management of Silver Bay's properties and the performance of the duties of our Manager's operating subsidiary under the property management and acquisition services agreement, except to the extent arising as a result of: (a) any material breach by our Manager's operating subsidiary of such agreement or any of our leases; (b) the failure of our Manager's operating subsidiary or any of its employees to comply with specified legal requirements; (c) the gross negligence or intentional misconduct of our Manager's operating subsidiary or any of its employees in connection with the management and leasing of Silver Bay's properties; or (d) any liabilities incurred by or asserted by the employees or our Manager's operating subsidiary that are solely related to their employment by our Manager's operating subsidiary.

    We will reimburse our Manager's operating subsidiary for all expenses incurred on our behalf, and for so long as it provides services exclusively to us, we will reimburse our Manager's operating subsidiary for all costs and expenses incurred by it in the operation of its business, including the compensation of its employees.

Policies with Respect to Certain Transactions

        Other than in connection with the Formation Transactions or as approved by a majority of the independent directors of our board of directors, we will not purchase portfolio assets from, or sell them to, our directors, officers or our Manager, or any of our or their affiliates, or engage in any transaction in which they have a direct or indirect pecuniary interest (other than the management and property management and acquisition services agreements) in any circumstances.

        We do not have a policy that expressly prohibits our directors, officers, security holders or any of our affiliates from engaging for their own account in business activities of the types conducted by us.

        See "Certain Relationships and Related Transactions—Related Party Transaction Policies; Conflicts of Interest."

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STRUCTURE AND FORMATION OF OUR COMPANY

Formation Transactions

        Concurrently with consummation of this offering, we expect to acquire approximately            single-family properties and certain other assets and liabilities from Two Harbors and the Provident Entities pursuant to the transactions described below, referred to as the Formation Transactions.

Our Existing Structure

        Our Manager currently owns 100% of our outstanding common stock. We are a newly formed entity, formed specifically for the purpose of consummating this offering. We currently do not own any property.

        We will form Silver Bay Operating Partnership L.P., or the Operating Partnership, as a subsidiary through which we plan to own our properties and operate our business following the consummation of this offering. We will contribute the net proceeds from this offering to the Operating Partnership in exchange for common units. The common units represent limited partner interests in the Operating Partnership and are redeemable by all holders other than us for cash or shares of our common stock on a one-for-one basis (subject to applicable adjustments). Our interest in the Operating Partnership will generally entitle us to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to our percentage ownership. The sole general partner of the Operating Partnership, Silver Bay Management Corp., or the General Partner, our wholly owned subsidiary, will generally have the exclusive power under the Partnership Agreement to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners, which are described more fully below in "The Operating Partnership and the Partnership Agreement."

        The Operating Partnership will form a wholly owned subsidiary, or the Operating Partnership Sub, and has elected to treat the Operating Partnership Sub as a taxable REIT subsidiary, or TRS. The Operating Partnership Sub will undertake certain activities that we (and our pass-through subsidiaries) might otherwise be precluded from undertaking under the REIT rules.

Transactions to Acquire Properties

Two Harbors Transactions

        As of June 30, 2012, Two Harbors owned a portfolio of approximately 700 single-family properties through its wholly owned subsidiary, Two Harbors Property. Two Harbors Property will continue to acquire additional properties until the completion of this offering and, as part of the Formation Transactions, Two Harbors will transfer and assign all of the membership interests of Two Harbors Property to the Operating Partnership in exchange for            shares of our common stock. In the event certain conditions are satisfied at the closing of this offering, we will be required to make additional payments of cash to Two Harbors as additional consideration for the contribution of all of the membership interests of Two Harbors Property to the Operating Partnership. In addition, as a result of those same conditions being satisfied, the fee that we are required to pay our Manager under the management agreement will be reduced by a corresponding amount. We will make such payments to Two Harbors on a quarterly basis at the same time as we would have otherwise paid amounts to our Manager.

Provident Transactions

        As of June 30, 2012, the following entities managed by Provident Real Estate Advisors LLC, or Provident, own a portfolio of approximately 880 single-family properties: Polar Cactus LLC, Polar Cactus II LLC, Cool Willow LLC, Provident Residential Real Estate Fund LLC and Resi II LLC,

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which we refer to collectively as the Provident Entities. The Provident Entities are currently owned by private investors, or the Prior Provident Investors. The Provident Entities are no longer raising additional funds or acquiring additional properties.

        We expect to acquire the Provident Entities in two ways. The Prior Provident Investors who hold membership interests in Polar Cactus LLC, Polar Cactus II LLC and Cool Willow LLC will transfer and assign all of their membership interests to a subsidiary of the Operating Partnership. Provident Residential Real Estate Fund LLC and Resi II LLC will enter into merger agreements with wholly owned merger subsidiaries of ours, and these two Provident Entities will survive as wholly owned, indirect subsidiaries of the Operating Partnership.

        In exchange for their interests in the Provident Entities, each of the Prior Provident Investors will receive shares of our common stock, common units of the Operating Partnership, or cash, depending upon such Prior Provident Investor's election. In the event certain conditions are satisfied at the closing of this offering, we will be required to make additional payments of cash to each of the Prior Provident Investors as additional consideration for the contribution of the membership interests of Provident Entities to a subsidiary of the Operating Partnership. In addition, as a result of those same conditions being satisfied, the fee that we are required to pay our Manager under the management agreement will be reduced by a corresponding amount. We will make such payments to the Prior Provident Investors on a quarterly basis at the same time as we would have otherwise paid amounts to our Manager.

Consideration Payable to Two Harbors and Prior Provident Investors

        Two Harbors, the Provident Entities and the Company have agreed that, upon consummation of the Formation Transactions and this offering, Two Harbors and the Prior Provident Investors will collectively receive the following consideration in exchange for their membership interests in Two Harbors Property and the Provident Entities:            shares of our common stock;            common units in the Operating Partnership convertible into            shares of our common stock; and cash equal to             shares of our common stock multiplied by the price per share of this offering. In determining this allocation, the parties intend to first select a fixed number of shares of common stock that represents the maximum number of shares of common stock that could be issued to Two Harbors Property and the Prior Provident Investors in the Formation Transactions. The parties will then allocate this fixed number to Two Harbors Property and each of the Prior Provident Investors based on the relative values of the properties to be contributed by each entity to the Initial Portfolio as determined by the AVM described elsewhere in this prospectus and the respective ownership percentage of the Prior Provident Investors. The Prior Provident Investors will be offered the option to receive their consideration in shares of common stock, common units in the Operating Partnership (which are redeemable for shares of our common stock on a 1:1 basis) or cash (in an amount determined with reference to the price of our common stock in this offering). Therefore, although the allocation of the equity to be issued to the contributors will be determined based on the AVM, the ultimate value of the consideration to be received by Two Harbors Property and the Prior Provident Investors in the Formation Transactions will be determined by the price of our common stock in this offering. In addition, in the event certain conditions are satisfied at the closing of this offering, we will be required to make additional payments of cash to Two Harbors and the Provident Prior Investors as additional consideration in the Formation Transaction in an aggregate amount equal to 50% of the advisory management fee that would otherwise have been payable to the Manager during the first year following the closing of this offering. We will make such payments on a quarterly basis at the same time as we pay the reduced advisory management fee to our Manager.

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Consequences of this Offering and the Formation Transactions

        The completion of this offering and the Formation Transactions will have the following consequences:

    We will own      % of the partnership interests in the Operating Partnership (including the general partnership interest through the General Partner, our wholly owned subsidiary) and Prior Provident Investors will own the remaining      %.

    The Operating Partnership will own 100% of the membership interests of Two Harbors Property and the Provident Entities, which in turn will own the real properties in our portfolio.

    Purchasers of our common stock in this offering will own      % of our outstanding common stock, or       % on a fully diluted basis. If the underwriters' over-allotment option is exercised in full, purchasers of our common stock in this offering will own      % of our outstanding common stock, or      % on a fully diluted basis.

    Two Harbors will own      % of our outstanding common stock, or      % on a fully diluted basis. If the underwriters' over-allotment option is exercised in full, Two Harbors will own      % of our outstanding common stock, or      % on a fully diluted basis.

    Prior Provident Investors will own      % of our outstanding common stock, or      % on a fully diluted basis. If the underwriters' over-allotment option is exercised in full, the Prior Provident Investors will own      % of our outstanding common stock, or      % on a fully diluted basis.

Our Structure After Consummation of the Formation Transactions

        The following diagram depicts our expected ownership structure upon completion of the offering and the Formation Transactions.

GRAPHIC

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Determination of Offering Price

        Prior to this offering, there has been no public market for our common stock. The initial public offering price will be negotiated between the representatives of the underwriters and us. In determining the initial public offering price of our common stock, the representatives of the underwriters will consider, among other things, available information regarding the value of properties in the Initial Portfolio, the prospects for the industry in which we are an early entrant, our financial information, the ability of our management, our business potential and earnings prospects, our estimated funds from operations, our estimated cash available for distribution, our anticipated dividend yield, our growth prospects, the prevailing securities markets at the time of this offering, the recent market prices of, and the demand for, publicly traded shares of companies considered by us and the underwriters to be most comparable to us and the current state of the residential real estate industry and the economy as a whole. The initial public offering price does not necessarily bear any relationship to the book value of the properties and assets to be acquired in the Formation Transactions, our financial condition or any other established criteria of value and may not be indicative of the market price for our common stock after this offering.

Disposition of Shares and Common Units Issued to Two Harbors and Prior Provident Investors

        Two Harbors has agreed with the underwriters not to transfer the shares of our common stock it receives upon consummation of the Formation Transactions for at least 90 days following the completion of this offering. Two Harbors anticipates that it will, subject to approval of its board of directors and compliance with applicable securities laws, distribute the shares of our common stock to its common stockholders by means of a special dividend to Two Harbors common stockholders no earlier than the expiration of the 90-day lock-up period following completion of this offering.

        Each Prior Provident Investor who receives our common stock as consideration in the Formation Transactions will also be subject to a 90-day lock-up period, after which they will be able to dispose of such shares. Any Prior Provident Investor who is a director or officer of Silver Bay will be subject to a 180-day lock-up. Beginning on or after the one-year anniversary of this offering, each Prior Provident Investor (or its successor) who is a limited partner of the Operating Partnership will have the right to require the Operating Partnership to redeem part or all of its common units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the redemption. Instead of redeeming the common units for cash, the General Partner may elect, on behalf of the Operating Partnership, to cause us to issue shares of our common stock for such common units, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter and described under the section entitled "Description of Capital Stock—Restrictions on Ownership and Transfer." With each such redemption or exchange of common units, our percentage ownership interest in the Operating Partnership and our share of the Operating Partnership's cash distributions and profits and losses will increase. See "The Operating Partnership and the Partnership Agreement."

Benefits to Related Parties

        In connection with this offering and the Formation Transactions, our Predecessor and the Prior Provident Investors will receive the benefits described above. Certain of our directors and executive officers will also receive material benefits. Irvin R. Kessler, a director nominee, will receive shares of our common stock or common units in the Operating Partnership as a member of the Provident Entities pursuant to the Formation Transactions. Our Predecessor, the Prior Provident Investors, and

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certain of our directors and executive officers will receive the additional benefits described below. All amounts are based on the midpoint of the range set forth on the cover page of this prospectus:

    An immediate increase in the net tangible book value of their investment in us of $            per share, representing an aggregate increase of approximately $            .

    Indemnification by us for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against our continuing investors who will become our officers and/or directors, in their capacities as such.

        Continuing investors holding shares of our common stock or common units in the Operating Partnership as a result of the Formation Transactions will have the following rights:

    12 months after first becoming a holder of common units, to require the Operating Partnership to redeem part or all of their common units for cash equal to the then-current value of an equal number of shares of our common stock (determined in accordance with and subject to adjustment under the Partnership Agreement), or, at the General Partner's election on behalf of the Operating Partnership, to exchange their common units for shares of our common stock on a one-for-one basis, subject to certain adjustments and the restrictions;

    to register the resale of any shares of our common stock issued in the Formation Transactions; and

    12 months after the completion of this offering, to register for resale any shares of our common stock that are issued in exchange for common units.

        We have not obtained third-party appraisals of the properties and other assets to be acquired by us in connection with this offering or the Formation Transactions. The value of the cash, common units, and shares of our common stock that we will pay or issue as consideration for the assets that we plan to acquire may exceed the fair market value of these properties and assets. See "Risk Factors—Risks Related to our Business—The price you pay for the common stock in this offering may exceed the fair market value of the underlying assets represented by your ownership stake."

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PRINCIPAL STOCKHOLDERS

        Immediately prior to the completion of this offering, there will be 1,000 shares of common stock outstanding and one stockholder of record. At that time, we will have no other shares of capital stock outstanding. The following table sets forth certain information, prior to and after this offering, regarding the ownership of our common stock by:

    each of our directors;

    each of our executive officers;

    each holder of 5% of more of our common stock; and

    all of our directors and executive officers as a group.

        In accordance with SEC rules, each listed person's beneficial ownership includes:

    all shares the investor actually owns beneficially or of record;

    all shares over which the investor has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and

    all shares the investor has the right to acquire within 60 days.

        Unless otherwise indicated, all shares are or will be owned directly, and the indicated person has or will have sole voting and investment power. Except as indicated in the footnotes to the table below, the business address of the stockholders listed below is the address of our principal executive office, 601 Carlson Parkway, Suite 250, Minnetonka, Minnesota.

 
  Percentage of Common Stock Outstanding  
 
  Immediately
Prior to this Offering
  Immediately
After this Offering(1)
 
Name and Address
  Shares Owned   Percentage   Shares Owned   Percentage  

PRCM Real Estate Advisers LLC

    1,000     100 %            

Two Harbors Investment Corp. 

                         

Prior Provident Investors

                         

Brian C. Taylor

                 

Irvin R. Kessler(2)

                         

Thomas Siering

                 

David N. Miller

                 

Christine Battist

                 

Timothy O'Brien

                 

Patrick Freydberg

                 

All directors, director nominees and executive officers as a group (    persons)

                         

* Represents less than 1% of the common shares outstanding upon the closing of this offering.

(1)
Assumes the issuance of                                    shares offered hereby and                                    shares issued in the Formation Transactions. Does not include (a) any shares of common stock that may be issued pursuant to the underwriters' over-allotment option and (b) common units in the Operating Partnership to be issued to the Prior Provident Investors as part of the Formation Transactions that are convertible into                                    shares of our common stock commencing one year after the closing of this offering.

(2)
Includes shares received as a member and Managing Member of Provident Entities in connection with Formation Transactions.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Formation Transactions

        Each property that will be owned by us indirectly through the Operating Partnership upon the completion of this offering and the Formation Transactions is currently owned directly or indirectly by Two Harbors Property or the Provident Entities. In connection with this offering, we are entering into certain contribution and merger agreements pursuant to which the Operating Partnership will indirectly acquire full ownership of Two Harbors Property and the Provident Entities substantially concurrently with the completion of this offering. Two Harbors Operating Company LLC, a wholly owned subsidiary of Two Harbors, will receive shares of our common stock and the Prior Provident Investors will receive, at their election, shares of our common stock, common units representing limited partner interests in the Operating Partnership, or cash in exchange.

        For further information regarding the terms of the Formation Transactions, including the benefits to related parties, see "Structure and Formation of Our Company—Formation Transactions."

Advisory Management Agreement and Property Management and Acquisition Services Agreement

        Effective on the closing of this offering, we will enter into the advisory management agreement with our Manager, pursuant to which our Manager will provide the day-to-day management of our operations. The management agreement requires our Manager to manage our business affairs in conformity with the policies and the investment guidelines that are approved and monitored by our board of directors. Our Manager has agreed not to provide these services to anyone other than us, our subsidiaries and any future joint venture in which we are an investor prior to the second anniversary of this offering. The management agreement requires us to pay our Manager an advisory management fee and to reimburse it for various expenses. The management agreement has an initial three-year term and will be renewed for one-year terms thereafter unless terminated by either us or our Manager. Our Manager is entitled to receive a termination fee from us, under certain circumstances. See "Our Manager and the Management Agreement—Management Agreement."

        Effective on the closing of this offering, we will also enter into a property management and acquisition services agreement with our Manager's operating subsidiary, which is a wholly owned subsidiary of our Manager. Under this agreement, our Manager's operating subsidiary will execute the investment strategy established by our Manager by finding and acquiring single-family properties on our behalf and performing renovation and property management services for our properties. Our Manager's operating subsidiary has agreed not to provide these services to anyone other than us, our subsidiaries and any future joint venture in which we are an investor prior to the second anniversary of this offering. The property management and acquisition services agreement requires us to pay our Manager's operating subsidiary a property management fee, the amount of which reduces the fee we pay to our Manager. We must also reimburse our Manager's operating subsidiary for certain expenses. The property management and acquisition services agreement has a one-year initial term. See "Our Manager and the Management Agreement—Property Management and Acquisition Services Agreement."

        Our officers also are employees of our Manager and its affiliates. As a result, the management agreement between us and our Manager and the property management and acquisition services agreement between us and our Manager's operating subsidiary were negotiated between related parties, and their terms, including fees and other amounts payable, may not be as favorable to us as if they had been negotiated with unaffiliated third parties. See "Management—Conflicts of Interest" and "Risk Factors—Risks Related to Our Relationship with Our Manager—Our Manager and certain of its affiliates may have interests that diverge from the interests of our common stockholders."

        The management agreement is intended to provide us with access to our Manager's pipeline of assets and its personnel and its experience in real estate, capital markets, credit analysis, debt

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structuring and risk and asset management, as well as assistance with corporate operations, legal and compliance functions and governance.

Partnership Agreement

        Effective on the closing of this offering, we will enter into a partnership agreement, or Partnership Agreement, with Silver Bay Management Corp., our wholly owned subsidiary, as the general partner, or the General Partner, and the Prior Provident Investors who elect to receive common units in respect of their interests in the Provident Entities. As a result, these persons will become limited partners of the Operating Partnership. See "The Operating Partnership and the Partnership Agreement." Upon completion of this offering and the Formation Transactions, the Prior Provident Investors will own in the form of common units        % of the limited partner interests and we will own        % of the limited partner interests and 100% of the general partner interest in the Operating Partnership.

        Pursuant to the Partnership Agreement, limited partners of the Operating Partnership and assignees of limited partners (other than us) will have the right, beginning 12 months after first becoming a holder of common units, to require the Operating Partnership to redeem part or all of their common units for cash equal to the then-current value of an equal number of shares of our common stock (determined in accordance with and subject to adjustment under the Partnership Agreement), or, at the General Partner's election on behalf of the Operating Partnership, to exchange their common units for shares of our common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter and described under the section entitled "Description of Capital Stock—Restrictions on Ownership and Transfer."

Registration Rights Agreement

        We will enter into registration rights agreements with Two Harbors and the Prior Provident Investors in respect of shares of our common stock issued to them in the Formation Transactions, pursuant to which we will agree to register the resale of the shares Two Harbors expects to distribute to its stockholders and the Prior Provident Investors intend to resell. We will also enter into a registration rights agreement with the Prior Provident Investors in respect of the registration of the initial issuance or resale of shares of our common stock they receive in exchange for their common units. See "Shares Eligible for Future Sale—Registration Rights."

Related Party Transaction Policies; Conflicts of Interest

        The management agreement places restrictions on our Manager when entering into transactions with its related parties. These limitations include prohibitions on entering into transactions with affiliates of our Manager that are not approved by a majority of our independent directors in certain circumstances. Prior to completion of this offering, we will also adopt a code of business conduct and ethics and other policies that are designed to reduce certain potential conflicts of interest between our officers, employees and directors on the one hand and us on the other hand. See "Management—Code of Business Conduct and Ethics."

Indemnification and Limitation of Directors' and Officers' Liability

        Effective upon completion of this offering, our charter and bylaws will provide for certain indemnification rights for our directors and officers and we will enter into an indemnification agreement with each of our executive officers and directors, providing for procedures for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers or directors or otherwise, to the maximum extent permitted by Maryland law. See "Management—Limitation of Liability and Indemnification."

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DESCRIPTION OF CAPITAL STOCK

        The following is a summary of the rights and preferences of our capital stock. While we believe that the following description covers the material terms of our capital stock, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire prospectus, our charter and bylaws and the other documents we refer to for a more complete understanding of our capital stock. Copies of our charter and bylaws are filed as exhibits to the registration statement of which this prospectus is a part. See "Where You Can Find More Information."

General

        Our charter provides that we may issue up to            shares of common stock, $0.01 par value per share, and             shares of preferred stock, $0.01 par value per share. Our charter authorizes our board of directors to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of shares of stock of any class or series without stockholder approval. After giving effect to this offering and the other transactions described in this prospectus,            shares of common stock will be issued and outstanding on a fully diluted basis (                        shares if the underwriters' over-allotment option is exercised in full), and            preferred shares will be issued and outstanding. Under Maryland law, stockholders are not generally liable for our debts or obligations.

Shares of Common Stock

        Subject to the preferential rights of any other class or series of shares of stock and to the provisions of our charter regarding the restrictions on ownership and transfer of shares of our stock, holders of shares of our common stock are entitled to receive dividends on such shares of common stock out of assets legally available therefor if, as and when authorized by our board of directors and declared by us, and the holders of our shares of common stock are entitled to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up after payment of or adequate provision for all our known debts and liabilities.

        Subject to the provisions of our charter regarding the restrictions on transfer and ownership of shares of our stock and except as may otherwise be specified in the terms of any class or series of shares of stock, each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as provided with respect to any other class or series of shares of stock, the holders of such shares of common stock will possess the exclusive voting power. There is no cumulative voting in the election of our board of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors then standing for election, and the holders of the remaining shares of common stock will not be able to elect any directors.

        Holders of shares of common stock have no preference, conversion, exchange, sinking fund or redemption rights, have no preemptive rights to subscribe for any securities of our company and generally have no appraisal rights. Subject to the provisions of our charter regarding the restrictions on transfer and ownership of shares of our stock, shares of common stock will have equal dividend, liquidation and other rights.

        Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge with another entity, transfer all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless approved by the affirmative vote of stockholders holding at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation's charter. Our charter provides that these matters (other than certain amendments to the provisions of our charter related to the removal of directors, the restrictions on ownership and

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transfer of shares of our stock and the requirement of a two-thirds vote for amendment to these provisions) may be approved by a majority of all of the votes entitled to be cast on the matter.

Power to Reclassify Our Unissued Shares of Stock

        Our charter authorizes our board of directors to classify and reclassify any unissued shares of common or preferred stock into other classes or series of shares of stock. Prior to issuance of shares of each other class or series, our board of directors will be required by Maryland law and by our charter to set, subject to our charter restrictions on transfer and ownership of shares of our stock, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Therefore, among other things, our board of directors could authorize the issuance of shares of common or preferred stock with terms and conditions that could have the effect of delaying, deferring or preventing a change in control or other transaction that might involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders.

Power to Increase or Decrease Authorized Shares of Common Stock and Issue Additional Shares of Common and Preferred Stock

        We believe that the power of our board of directors to amend our charter to increase or decrease the number of authorized shares of stock, to issue additional authorized but unissued shares of common or preferred stock and to classify or reclassify unissued shares of common or preferred stock and thereafter to issue such classified or reclassified shares of stock will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series, as well as the shares of common stock, will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our board of directors does not intend to do so, the board of directors could authorize us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a change in control or other transaction that might involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders.

Restrictions on Ownership and Transfer

        In order for us to qualify as a REIT under the Code, our shares of stock must be owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

        Our charter contains restrictions on the ownership and transfer of our shares of common stock and other outstanding shares of stock. The relevant sections of our charter provide that, subject to the exceptions described below, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock (the common share ownership limit), or 9.8% by value or number of shares, whichever is more restrictive, of our outstanding capital stock (the aggregate share ownership limit). We refer to the common share ownership limit and the aggregate share ownership limit collectively as the "ownership limits." A person or entity that becomes subject to the ownership limits by virtue of a violative transfer that results in a transfer to a trust, as set forth below, is referred to as a "purported beneficial transferee" if, had the violative transfer been effective, the person or entity would have been a record owner and

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beneficial owner or solely a beneficial owner of our shares of stock, or is referred to as a "purported record transferee" if, had the violative transfer been effective, the person or entity would have been solely a record owner of our shares of stock.

        The constructive ownership rules under the Code are complex and may cause shares of stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock, or 9.8% by value or number of shares, whichever is more restrictive, of our outstanding capital stock (or the acquisition of an interest in an entity that owns, actually or constructively, our shares of stock by an individual or entity), could, nevertheless, cause that individual or entity, or another individual or entity, to own constructively in excess of 9.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock, or 9.8% by value or number of shares, whichever is more restrictive, of our outstanding capital stock and thereby subject the shares of common stock or total shares of stock to the applicable ownership limits.

        Our board of directors may, in its sole discretion, exempt a person from the above-referenced ownership limits. However, the board of directors may not exempt any person whose ownership of our outstanding stock would result in our being "closely held" within the meaning of Section 856(h) of the Code or otherwise would result in our failing to qualify as a REIT. In order to be considered by the board of directors for exemption, a person also must not own, directly or indirectly, as determined by our board of directors, an interest in one of our tenants (or a tenant of any entity which we own or control) that would cause us to own, directly or indirectly, more than a 9.9% interest in the tenant. The person seeking an exemption must represent to the satisfaction of our board of directors that it will not violate these two restrictions. The person also must agree that any violation or attempted violation of these restrictions will result in the automatic transfer to a trust of the shares of stock causing the violation. As a condition of its waiver, our board of directors may require an opinion of counsel or IRS ruling satisfactory to our board of directors with respect to our qualification as a REIT.

        In connection with the waiver of the ownership limits or at any other time, our board of directors may from time to time increase or decrease the ownership limits for all other persons and entities; provided, however, that any decrease may be made only prospectively as to existing holders (other than a decrease as a result of a retroactive change in existing law, in which case the decrease will be effective immediately); and provided further that the ownership limits may not be increased if, after giving effect to such increase, five or fewer individuals could own or constructively own in the aggregate, more than 49.9% in value of the shares then outstanding. Prior to the modification of the ownership limits, our board of directors may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure our qualification as a REIT. Reduced ownership limits will not apply to any person or entity whose percentage ownership in our shares of common stock or total shares of stock, as applicable, is in excess of such decreased ownership limits until such time as such person's or entity's percentage of our shares of common stock or total shares of stock, as applicable, equals or falls below the decreased ownership limits, but any further acquisition of our shares of common stock or total shares of stock, as applicable, in excess of such percentage ownership of our shares of common stock or total shares of stock will be in violation of the ownership limits.

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        Our charter provisions are further designed to prohibit:

    any person from beneficially or constructively owning, applying certain attribution rules of the Code, our shares of stock that would result in our being "closely held" under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT; and

    any person from transferring our shares of stock if such transfer would result in our shares of stock being owned by fewer than 100 persons (determined without reference to any rules of attribution).

        Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of our shares of stock that will or may violate any of the foregoing restrictions on transferability and ownership will be required to give at least 15 days prior written notice to us and provide us with such other information as we may request in order to determine the effect of such transfer on our qualification as a REIT. The foregoing restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

        Our charter provides that, if any transfer of our shares of stock would result in our shares of stock being owned by fewer than 100 persons, such transfer will be null and void and the intended transferee will acquire no rights in such shares. In addition, our charter provides that, if any purported transfer of our shares of stock or any other event would otherwise result in any person violating the ownership limits or such other limit established by our board of directors or in our being "closely held" under Section 856(h) of the Code or otherwise failing to qualify as a REIT, then that number of shares (rounded up to the nearest whole share) that would cause us to violate such restrictions will be automatically transferred to, and held by, a trust for the exclusive benefit of one or more charitable organizations selected by us and the intended transferee will acquire no rights in such shares. Our charter provides that the automatic transfer will be effective as of the close of business on the business day prior to the date of the violative transfer or other event that results in a transfer to the trust. Any dividend or other distribution paid to the purported record transferee, prior to our discovery that the shares had been automatically transferred to a trust as described above, must be repaid to the trustee upon demand for distribution to the beneficiary by the trust. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable ownership limits or our being "closely held" under Section 856(h) of the Code or otherwise failing to qualify as a REIT, then our charter provides that the transfer of the shares will be void.

        Shares of stock transferred to the trustee are deemed offered for sale to us, or our designee, at a price per share equal to the lesser of (1) the price paid by the purported record transferee for the shares (or, if the event that resulted in the transfer to the trust did not involve a purchase of such shares of stock at market price, the last reported sales price reported on            (or other applicable exchange) on the day of the event which resulted in the transfer of such shares of stock to the trust) and (2) the market price on the date we, or our designee, accepts such offer. We have the right to accept such offer until the trustee has sold the shares of stock held in the trust pursuant to the clauses discussed below. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates, our charter provides that the trustee must distribute the net proceeds of the sale to the purported record transferee and any dividends or other distributions held by the trustee with respect to such shares of stock will be paid to the charitable beneficiary.

        Our charter provides that, if we do not buy the shares, the trustee must, within 20 days of receiving notice from us of the transfer of shares to the trust, sell the shares to a person or entity designated by the trustee who could own the shares without violating the ownership limits or such other limit as established by our board of directors. After that, the trustee must distribute to the purported record transferee an amount equal to the lesser of (1) the price paid by the purported record transferee for the shares (or, if the event which resulted in the transfer to the trust did not

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involve a purchase of such shares at market price, the last reported sales price reported on the                   (or other applicable exchange) on the day of the event which resulted in the transfer of such shares of stock to the trust) and (2) the sales proceeds (net of commissions and other expenses of sale) received by the trust for the shares. Any net sales proceeds in excess of the amount payable to the purported record transferee will be immediately paid to the beneficiary, together with any dividends or other distributions thereon. In addition, if prior to discovery by us that shares of stock have been transferred to a trust, such shares of stock are sold by a purported record transferee, then our charter provides that such shares will be deemed to have been sold on behalf of the trust and to the extent that the purported record transferee received an amount for or in respect of such shares that exceeds the amount that such purported record transferee was entitled to receive, such excess amount will be paid to the trustee upon demand. Our charter provides that the purported beneficial transferee or purported record transferee has no rights in the shares held by the trustee.

        The trustee will be designated by us and will be unaffiliated with us and with any purported record transferee or purported beneficial transferee. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the beneficiary, all dividends and other distributions paid by us with respect to the shares held in trust and may also exercise all voting rights with respect to the shares held in trust. These rights will be exercised for the exclusive benefit of the charitable beneficiary. Any dividend or other distribution paid prior to our discovery that shares of stock have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee.

        Subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority, at the trustee's sole discretion:

    to rescind as void any vote cast by a purported record transferee prior to our discover that the shares have been transferred to the trust; and

    to recast the vote in accordance with the desires of the trustee acting for the benefit of the beneficiary of the trust.

        However, if we have already taken irreversible action, then the trustee may not rescind and recast the vote.

        In addition, if our board of directors or other permitted designees determine in good faith that a proposed transfer would violate the restrictions on ownership and transfer of our shares of stock set forth in our charter, our board of directors or other permitted designees will take such action as it deems or they deem advisable to refuse to give effect to or to prevent such transfer, including, but not limited to, causing us to redeem the shares of stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer.

        Every owner of more than 5% (or such lower percentage as required by the Code or the regulations, or Treasury regulations, promulgated thereunder) of our stock, within 30 days after the end of each taxable year, is required to give us written notice, stating his name and address, the number of shares of each class and series of our stock which he beneficially owns and a description of the manner in which the shares are held. Each such owner shall provide us with such additional information as we may request in order to determine the effect, if any, of his beneficial ownership on our status as a REIT and to ensure compliance with the ownership limits. In addition, each stockholder shall upon demand be required to provide us with such information as we may request in good faith in order to determine our status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

        These ownership limits could delay, defer or prevent a transaction or a change in control that might involve a premium price for the common stock or otherwise be in the best interest of the stockholders.

Transfer Agent and Registrar

        We expect the transfer agent and registrar for our shares of common stock to be            .

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SHARES ELIGIBLE FOR FUTURE SALE

General

        Upon completion of this offering and the Formation Transactions, we will have outstanding             shares of our common stock (             shares if the underwriters exercise their over-allotment option in full). In addition, upon completion of this offering,              shares of our common stock will be reserved for issuance upon exchange of common units, on and after the first anniversary of this offering.

        Of these shares, the             shares sold in this offering (             shares if the underwriters exercise their over-allotment option in full) will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our charter, except for any shares held by our "affiliates," as that term is defined in Rule 144 under the Securities Act. Any shares received in the Formation Transactions and the shares of our common stock received upon exchange of common units will be "restricted shares" as defined in Rule 144. See "—Rule 144" below.

        Our shares of common stock are newly issued securities for which there is no established trading market. No assurance can be given as to (1) the likelihood that an active market for our shares of common stock will develop, (2) the liquidity of any such market, (3) the ability of the stockholders to sell the shares or (4) the prices that stockholders may obtain for any of the shares. No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of shares of common stock, or the perception that such sales could occur, may affect adversely prevailing market prices of the shares of common stock. See "Risk Factors—Risks Related to Our Common Stock."

        For a description of certain restrictions on transfers of our shares of common stock held by certain of our stockholders, see "Description of Capital Stock—Restrictions on Ownership and Transfer."

Rule 144

        Shares of common stock that are "restricted" securities under the meaning of Rule 144 under the Securities Act may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemption provided by Rule 144.

        In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the other provisions of Rule 144.

        A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of our common stock or the average weekly trading volume of our common stock during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us (which requires that we are current in our periodic reports under the Exchange Act).

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Redemption/Exchange Rights

        In connection with the Formation Transactions, the Operating Partnership will issue an aggregate of            common units to the Prior Provident Investors. Beginning on the date that is 12 months after we complete this offering, the holders of these common units will have the right to require the Operating Partnership to redeem part or all of their common units for cash, or, at the General Partner's election on behalf of the Operating Partnership, shares of our common stock in exchange for the common units. The price at which the Operating Partnership must redeem common units is based upon the fair market value of an equivalent number of shares of our common stock at the time of the redemption. If the General Partner elects to cause us to issue new shares of our common stock in exchange for the common units, the issuance would be subject to the ownership limits in our charter and described under the section entitled "Description of Securities—Restrictions on Ownership and Transfer." See "The Operating Partnership and the Partnership Agreement."

Registration Rights; Distribution

        We will enter into registration rights agreements with the holders of our shares of common stock and common units issued as part of the Formation Transactions pursuant to which we will agree, among other things, to register the resale of any shares of our common stock that were issued in the Formation Transactions. These registration rights require us to seek to register all such shares effective as of a date which is 90 days following the completion of this offering. We have also agreed to register the initial issuance or resale of any shares of our common stock that are issued in exchange for common units effective as of the date that is 12 months following the completion of this offering. We may, at our option, satisfy our obligation to prepare and file a resale registration statement by filing a registration statement registering the issuance by us of shares of our common stock under the Securities Act to holders of common units upon redemption.

        Two Harbors has informed us that it intends to distribute all the shares of our common stock that it receives in the Formation Transactions to its common stockholders, subject to compliance with REIT rules and a variety of other considerations. Two Harbors expects the distribution to take the form of a spin-off by means of a special dividend to Two Harbors common stockholders of all our common stock then owned by Two Harbors. Two Harbors has agreed with the representative of the underwriters that the distribution of our common stock will occur no earlier than 90 days following the consummation of this offering. Distributions of these shares are expected to be included in the registration statement that we have agreed to file.

Our Equity Incentive Plan

        We will adopt prior to the completion of this offering the 2012 Plan, which will provide for the grant to directors, officers, advisors, consultants and other personnel of our company and its affiliates of equity and equity-based awards. We have not yet granted any awards under the 2012 Plan, but shares of our common stock will be reserved for future issuance under the 2012 Plan.

        We anticipate that we will file a registration statement with respect to the shares of our common stock issuable under the 2012 Plan after we complete this offering. Shares of our common stock covered by this registration statement, including shares of our common stock issuable upon the exercise of options or restricted shares of our common stock, will be eligible for transfer or resale without restriction under the Securities Act unless held by affiliates.

Lock-Up Agreements

        Our directors and officers and certain other executives of our company and our affiliates have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days

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after the date of this prospectus, may not, without the prior written consent of Credit Suisse Securities (USA) LLC, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement. However, in the event that either (1) during the last 17 days of the lock-up period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the lock-up period, we announce that we will release earnings results during the 16-day period beginning on the last day of the lock-up period, then in either case the expiration of the lock-up will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Credit Suisse Securities (USA) LLC waives, in writing, such an extension. The shares to be issued in connection with the Formation Transactions will be subject to a 90-day lock-up period.

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CERTAIN PROVISIONS OF THE MARYLAND GENERAL
CORPORATION LAW AND OUR CHARTER AND BYLAWS

        The following description of the terms of our stock and of certain provisions of Maryland law is only a summary. For a complete description, we refer you to the MGCL, our charter and our bylaws, copies of which will be available before the closing of this offering from us upon request.

Our Board of Directors

        Our charter and bylaws provide that the number of directors we have may be established only by our board of directors but may not be fewer than the minimum number required under the MGCL, which is one, and our bylaws provide that the number of our directors may not be more than 15. Pursuant to our charter, our board is currently composed of            directors. Our bylaws provide that vacancies on our board of directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will hold office until his or her successor is duly elected and qualifies.

        Pursuant to our bylaws, each of our directors is elected by our common stockholders entitled to vote to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. Holders of shares of common stock will have no right to cumulative voting in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the shares of common stock entitled to vote will be able to elect all of our directors.

Removal of Directors

        Our charter provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed only for cause (as defined in our charter), and then only by the affirmative vote of the holders of shares entitled to cast at least two-thirds of all the votes of common stockholders entitled to be cast generally in the election of directors. This provision, when coupled with the exclusive power of our board of directors to fill vacancies on the board of directors, may preclude stockholders from (1) removing incumbent directors except for cause and upon a substantial affirmative vote and (2) filling the vacancies created by such removal with their own nominees.

Business Combinations

        Under the MGCL, "business combinations" between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

    any person who beneficially owns ten percent or more of the voting power of the corporation's outstanding voting stock; or

    an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting stock of the corporation.

        A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

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        After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

    80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

    two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

        These super-majority vote requirements do not apply if the corporation's common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

        The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. As permitted by the MGCL, our board of directors has by resolution exempted business combinations (1) between us and any person, provided that the business combination is first approved by our board of directors (including a majority of directors who are not affiliates or associates of such persons) and (2) between us and Pine River, Provident, Two Harbors or any of their respective affiliates. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations between us and any other person as described above, and as a result, any such person may be able to enter into business combinations with us that may not be in the best interest of our stockholders, without compliance with the super-majority vote requirements and the other provisions of the statute. However, our board of directors may repeal or modify this resolution at any time. The business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any such acquisition.

Control Share Acquisitions

        The MGCL provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by employees who are directors of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

    one-tenth or more but less than one-third,

    one-third or more but less than a majority, or

    a majority or more of all voting power.

        Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

        A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

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        If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

        The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.

        Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

Subtitle 8

        Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934 (which we will be upon completion of this offering) and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in its charter or bylaws, to any or all of five provisions of the MGCL which provide, respectively, that:

    the corporation's board of directors will be divided into three classes,

    the affirmative vote of two-thirds of the votes entitled to be cast generally in the election of directors is required to remove a director,

    the number of directors be fixed only by vote of the directors,

    a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred, and

    the request of stockholders entitled to cast at least a majority of all votes entitled to be cast at the meeting is required for the calling of a special meeting of stockholders.

        Our charter provides that, at such time as we are able to make a Subtitle 8 election (which we expect to be upon the closing of this offering), vacancies on our board may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (1) require the affirmative vote of stockholders entitled to cast not less than two-thirds of all of the votes entitled to be cast on the matter for the removal of any director from the board, which removal will be allowed only for cause, (2) vest in the board the exclusive power to fix the number of directorships and (3) require, unless called by our chairman of the board, our chief executive officer, our president or the board of directors, the written request of stockholders of not less than a majority of all votes entitled to be cast at such a meeting to call a special meeting.

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Meetings of Stockholders

        Pursuant to our bylaws, a meeting of our stockholders for the election of directors and the transaction of any business will be held annually on a date and at the time and place set by our board of directors beginning in 2013. The chairman of our board of directors, our chief executive officer, our president or our board of directors may call a special meeting of our stockholders. Subject to the provisions of our bylaws, a special meeting of our stockholders to act on any matter that may properly be brought before a meeting of our stockholders will also be called by our secretary upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at the meeting containing the information required by our bylaws. Our secretary will inform the requesting stockholders of the reasonably estimated cost of preparing and delivering the notice of meeting (including our proxy materials), and the requesting stockholder must pay such estimated cost before our secretary is required to prepare and deliver the notice of the special meeting.

Amendment to Our Charter and Bylaws

        Except for amendments to the provisions of our charter relating to the removal of directors, the restrictions on ownership and transfer of our shares of stock and the vote required to amend these provisions (each of which must be advised by our board of directors and approved by the affirmative vote of stockholders entitled to cast not less than two-thirds of all the votes entitled to be cast on the matter), our charter generally may be amended only if advised by our board of directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Our board of directors, with the approval of a majority of the entire board, and without any action by our stockholders, may also amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series we are authorized to issue.

        Our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

Extraordinary Transactions

        Under the MGCL, a Maryland corporation generally cannot dissolve, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation's charter. As permitted by the MGCL, our charter provides that any of these actions may be approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Many of our operating assets will be held by our subsidiaries, and these subsidiaries may be able to merger or sell all or substantially all of their assets without the approval of our stockholders.

Appraisal Rights

        Our charter provides that our stockholders generally will not be entitled to exercise statutory appraisal rights.

Dissolution of the Company

        The dissolution of our company must be advised by a majority of our entire board of directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter.

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Advance Notice of Director Nominations and New Business

        Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to our board of directors and the proposal of other business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or (3) by a stockholder who was a stockholder of record both at the time of giving the notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting on such business or in the election of such nominee and has provided notice to us within the time period, and containing the information, specified by the advance notice provisions set forth in our bylaws.

        With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to our board of directors may be made only (1) by or at the direction of our board of directors or (2) provided that the meeting has been called for the purpose of electing directors, by a stockholder who is entitled to vote at the meeting in the election of such nominee and has provided notice to us within the time period, and containing the information, specified by the advance notice provisions set forth in our bylaws.

        The purpose of requiring stockholders to give advance notice of nominations and other proposals is to afford our board of directors the opportunity to consider the qualifications of the proposed nominees or the advisability of the other proposals and, to the extent considered necessary by our board of directors, to inform stockholders and make recommendations regarding the nominations or other proposals. The advance notice procedures also permit a more orderly procedure for conducting our stockholder meetings. Although our bylaws do not give our board of directors the power to disapprove timely stockholder nominations and proposals, our bylaws may have the effect of precluding a contest for the election of directors or proposals for other action if the proper procedures are not followed, and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors to our board of directors or to approve its own proposal.

Anti-takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws

        Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change in control or other transaction that might involve a premium price for shares of our common stock or otherwise be in the best interests of our stockholders, including

    supermajority vote and cause requirements for removal of directors;

    requirement that stockholders holding at least a majority of our outstanding common stock must act together to make a written request before our stockholders can require us to call a special meeting of stockholders;

    provisions that vacancies on our board of directors may be filled only by the remaining directors for the full term of the directorship in which the vacancy occurred;

    the power of our board to increase or decrease the aggregate number of authorized shares of stock or the number of shares of any class or series of stock;

    the power of our board of directors to cause us to issue additional shares of stock of any class or series and to fix the terms of one or more classes or series of stock without stockholder approval;

    business combination provisions;

    restrictions on ownership and transfer of our stock; and

    advance notice requirements for director nominations and stockholder proposals.

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        Likewise, if the provision in our bylaws opting out of the control share acquisition provisions of the MGCL is rescinded or if we opt in to provisions of Subtitle 8, these provisions of the MGCL could have similar anti-takeover effects.

Indemnification and Limitation of Directors' and Officers' Liability

        The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision that eliminates such liability to the maximum extent permitted by Maryland law.

        The MGCL requires us (unless our charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made or threatened to be made a party by reason of his service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that:

    the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

    the director or officer actually received an improper personal benefit in money, property or services; or

    in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

        However, under the MGCL, a Maryland corporation may not indemnify a director or officer in a suit by or in the right of the corporation in which the director or officer was adjudged liable on the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or in our right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

        In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of:

    a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

    a written undertaking by the director or officer or on the director's or officer's behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

        Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a

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preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

    any present or former director or officer who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or

    any individual who, while a director or officer of our company and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, limited liability company, employee benefit plan or any other enterprise as a director, officer, partner, trustee, member or manager of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

        Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any personnel or agent of our company or a predecessor of our company.

        We expect to enter into indemnification agreements with each of our directors and executive officers that provide for indemnification to the maximum extent permitted by Maryland law.

        Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

REIT Qualification

        Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without approval of our stockholders, if it determines that it is no longer in our best interests to continue to qualify as a REIT.

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THE OPERATING PARTNERSHIP AND THE PARTNERSHIP AGREEMENT

        Although the following summary describes certain provisions of the Partnership Agreement, it is not a complete description of the Partnership Agreement and applicable provisions of the Delaware Revised Uniform Limited Partnership Act, or the DRULPA, a copy of which is available from us upon request. See "Where You Can Find More Information."

General

        Upon completion of the Formation Transactions, substantially all of our assets will be held by, and substantially all of our operations will be conducted through, the Operating Partnership, either directly or through its subsidiaries. The General Partner is the sole general partner of the Operating Partnership and, upon completion of the offering, the Formation Transactions and the other transactions described in this prospectus, we and the General Partner will own        % and 1%, respectively, of the outstanding common units. In the Formation Transactions, certain of the Prior Provident Investors will be admitted as limited partners of the Operating Partnership. The provisions of the Partnership Agreement described below and elsewhere in the prospectus will be in effect after the completion of the Formation Transactions and this offering. We do not intend to list any Operating Partnership units on any exchange or any national market system.

Purpose, Business and Management

        The Operating Partnership is formed for the purpose of conducting any business, enterprise or activity permitted by or under the DRULPA. The Operating Partnership may enter into any partnership, joint venture, business trust arrangement, limited liability company or other similar arrangement and may own interests in any entity engaged in any business permitted by or under the DRULPA. However, the Operating Partnership may not, without our specific consent, which we may give or withhold in our sole and absolute discretion, take, or refrain from taking, any action that, in our judgment, in our sole and absolute discretion:

    could adversely affect our ability to continue to qualify as a REIT;

    could subject us to any taxes under Code Section 857 or Code Section 4981 or any other related or successor provision under the Code; or

    could violate any law or regulation of any governmental body or agency having jurisdiction over us, our securities or the Operating Partnership.

        In general, the General Partner will manage the business and affairs of the Operating Partnership by directing its business and affairs, in its capacity as the sole general partner of the Operating Partnership. Except as otherwise expressly provided in the Partnership Agreement and subject to the rights of holders of any class or series of Operating Partnership interests, all management powers over the business and affairs of the Operating Partnership are exclusively vested in the General Partner, in its capacity as the sole general partner of the Operating Partnership. No limited partner, in its capacity as a limited partner, has any right to participate in or exercise management power over the Operating Partnership's business, transact any business in the Operating Partnership's name or sign documents for or otherwise bind the Operating Partnership. The General Partner may not be removed as the general partner of the Operating Partnership, with or without cause, without its consent, which it may give or withhold in its sole and absolute discretion. In addition to the powers granted to the General Partner under applicable law or any provision of the Partnership Agreement, but subject to certain rights of holders of any class or series of Operating Partnership interests, the General Partner, in its capacity as the general partner of the Operating Partnership, has the full and exclusive power and authority to do all things that it deems necessary or desirable to conduct the business and affairs of the Operating Partnership, to exercise or direct the exercise of all of the powers of the Operating Partnership and to effectuate the purposes of the Operating Partnership without the approval or consent of any limited

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partner. With limited exceptions, the General Partner may execute, deliver and perform agreements and transactions on behalf of the Operating Partnership without the approval or consent of any limited partner.

Restrictions on General Partner's Authority

        The Partnership Agreement prohibits the General Partner, in its capacity as general partner, from taking any action that would make it impossible to carry out the ordinary business of the Operating Partnership or performing any act that would subject a limited partner to liability as a general partner in any jurisdiction or any other liability except as provided under the Partnership Agreement or under the DRULPA. The General Partner may not, without the prior consent of the partners of the Operating Partnership (including us), amend, modify or terminate the Partnership Agreement, except for certain amendments that the General Partner may approve without the approval or consent of any limited partner, described in "—Amendment of the Partnership Agreement," and certain amendments described below that require the approval of each affected partner. The General Partner may not, in its capacity as the general partner of the Operating Partnership, without the consent of a majority in interest of the limited partners (excluding us and any limited partner 50% or more of whose equity is owned, directly or indirectly, by the General Partner or us):

    take any action in contravention of an express provision or limitation of the Partnership Agreement;

    transfer of all or any portion of its general partnership interest in the Operating Partnership or admit any person as a successor general partner, subject to the exceptions described in "—Transfers and Withdrawals—Restrictions on Transfers by the General Partner"; or

    voluntarily withdraw as the general partner.

        Without the consent of each affected limited partner, the General Partner may not enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts the General Partner or the Operating Partnership from performing its specific obligations in connection with a redemption of units or expressly prohibits or restricts a limited partner from exercising its redemption rights in full. For the avoidance of doubt, because the Operating Partnership has the right to elect to cause us to acquire common units tendered for redemption in exchange for shares of common stock, the approval of the limited partners generally should not be required in order for the General Partner or the Operating Partnership to enter into loan agreements which conditionally restrict the Operating Partnership from redeeming common units for cash. In addition to any approval or consent required by any other provision of the Partnership Agreement, the General Partner may not, without the consent of each affected limited partner, amend the Partnership Agreement or take any other action that would:

    convert a limited partner interest into a general partner interest;

    modify the limited liability of a limited partner;

    alter the rights of any partner to receive the distributions to which such partner is entitled, or alter the allocations specified in the Partnership Agreement, except to the extent permitted by the Partnership Agreement in connection with, among other things, the issuance of any partnership interests;

    alter or modify the redemption rights of holders of common units or the related definitions specified in the Partnership Agreement;

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    remove, alter or amend certain provisions of the Partnership Agreement relating to the requirements for us to qualify as a REIT or permitting us to avoid paying tax under Sections 857 or 4981 of the Code; or

    amend the provisions of the Partnership Agreement requiring the consent of each affected partner before taking any of the actions described above.

Additional Limited Partners

        The General Partner may cause the Operating Partnership to issue additional units or other partnership interests and to admit additional limited partners to the Operating Partnership from time to time, on such terms and conditions and for such capital contributions as the General Partner may establish in its sole and absolute discretion, without the approval or consent of any limited partner, including:

    upon the conversion, redemption or exchange of any debt, units or other securities issued by the Operating Partnership;