UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2017
Starwood Waypoint Homes
(IH Merger Sub, LLC, as successor by merger to Starwood Waypoint Homes)
(Exact name of registrant as specified in its charter)
| Maryland | 001-36163 | 90-0939055 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 8665 East Hartford Drive Scottsdale, AZ |
85255 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(480) 362-9760
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
This Current Report on Form 8-K is being filed in connection with the consummation on November 16, 2017 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated August 9, 2017, by and among Invitation Homes Inc., a Maryland corporation (“INVH”), Invitation Homes Operating Partnership LP, a Delaware limited partnership and a subsidiary of INVH (“INVH LP”), IH Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of INVH (“Merger Sub”), Starwood Waypoint Homes, a Maryland real estate investment trust (“SFR”) and Starwood Waypoint Homes Partnership, L.P., a Delaware limited partnership and a subsidiary of SFR (“SFR LP”). Pursuant to the Merger Agreement, on the Closing Date, SFR merged with and into Merger Sub, with Merger Sub continuing as the surviving entity (the “REIT Merger”), and SFR LP merged with and into INVH LP, with INVH LP continuing as a subsidiary of INVH (the “Partnership Merger” and together with the REIT Merger, the “Mergers”). As a result of the Mergers, Merger Sub remained as a wholly-owned subsidiary of INVH and INVH LP remained as a subsidiary of INVH. The combined company will conduct business under the name Invitation Homes Inc. The following events took place in connection with the consummation of the Mergers:
Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Mergers, SFR repaid all amounts outstanding and terminated the commitments under its senior secured revolving credit facility (the “Credit Facility”), under that certain Credit Agreement dated as of April 27, 2017, with JPMorgan Chase Bank, N.A., as administrative agent for the lenders, the other lenders party thereto, JPMorgan Chase Bank, N.A., Citigroup Global Markets, Inc. and Merrill Lynch Pierce, Fenner & Smith, Inc. as lead arrangers and bookrunners, and Citibank, N.A., and Bank of America, N.A., as co-syndication agents. On the Closing Date, the credit agreement for the Credit Facility and all related loan documents were terminated.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, INVH completed the Mergers pursuant to the terms of the Merger Agreement. On the Closing Date, SFR merged with and into Merger Sub, with Merger Sub continuing as the surviving entity, and SFR LP merged with and into INVH LP, with INVH LP continuing as a subsidiary of INVH. At the effective time of the REIT Merger (the “REIT Merger Effective Time”), each common share of beneficial interest of SFR, par value $0.01 per share (a “SFR Common Share”), issued and outstanding immediately prior to the REIT Merger Effective Time (other than those owned by any wholly-owned subsidiary of SFR, or by INVH, Merger Sub or any subsidiary of INVH, which shares were automatically cancelled and retired and ceased to exist) was converted into the right to receive 1.6140 (the “Exchange Ratio”) newly issued, fully paid and nonassessable shares of common stock of INVH, par value $0.01 per share (“INVH Common Stock”).
At the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), each outstanding partnership unit of SFR Partnership was converted into the right to receive 1.6140 common units, representing limited partner interests, in INVH LP. No fractional shares of INVH Common Stock were issued in the REIT Merger, and the value of any fractional shares to which a former holder of SFR Common Shares is otherwise entitled will be paid in cash.
Further, each outstanding restricted share unit of SFR (each an “SFR RSU”) and each performance share unit of SFR that vested as a result of the Mergers or the Merger Agreement have been automatically converted into
the right to receive INVH Common Stock based on the Exchange Ratio, plus any accrued but unpaid dividends (if any) and less certain taxes (if any). At the REIT Merger Effective Time, each SFR RSU that did not vest as a result of the Mergers or the Merger Agreement was automatically assumed by INVH and converted into an equivalent stock-based incentive award unit with respect to INVH Common Stock and subject to the same terms and conditions as applicable to such awards.
The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement is only a summary and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to SFR’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2017 and is incorporated by reference herein.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the Mergers, SFR notified the NYSE on the Closing Date that each SFR Common Share issued and outstanding immediately prior to the REIT Merger Effective Time (other than those owned by any wholly-owned subsidiary of SFR, or by INVH, Merger Sub or any subsidiary of INVH, which shares were automatically cancelled and retired and ceased to exist) was cancelled and converted into the right to receive 1.6140 shares of INVH Common Stock, and requested that the NYSE file a notification of removal from listing on Form 25 with the SEC with respect to the SFR Common Shares in order to effect the delisting of the SFR Common Shares from the NYSE. Such delisting will result in the termination of the registration of SFR Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). SFR intends to file a Form 15 with the SEC to terminate the registration of SFR Common Shares under Section 12(g) of the Exchange Act and suspension of SFR’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of SFR Common Shares on the NYSE was suspended on the Closing Date.
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the REIT Merger, each outstanding SFR Common Share (other than those owned by any wholly-owned subsidiary of SFR, or by INVH, Merger Sub or any subsidiary of INVH, which shares were automatically cancelled and retired and ceased to exist) was converted into the right to receive 1.6140 newly issued, fully paid and nonassessable shares of INVH Common Stock. At the REIT Merger Effective Time, SFR shareholders ceased to have any rights as shareholders in SFR (other than their right to receive INVH Common Stock) and instead have the rights of a stockholder in INVH.
In connection with the completion of the Partnership Merger, each outstanding SFR LP Unit was converted into the right to receive a number of newly issued and fully paid INVH LP Units based on the Exchange Ratio. At the Partnership Merger Effective Time, SFR LP’s limited partners ceased to have any rights as limited partners of SFR LP (other than their right to receive INVH LP Units) and instead have the rights of a limited partner of INVH LP.
Item 5.01. Changes in Control of Registrant.
As a result of the consummation of the REIT Merger, SFR became a wholly-owned subsidiary of INVH on the Closing Date. The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the REIT Merger and pursuant to the Merger Agreement, SFR merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of INVH. All members of the Board of Trustees of SFR ceased serving in such capacity at the REIT Merger Effective Time. The departures were not due to any disagreement with SFR regarding any matter related to SFR’s operations, policies or practices.
In addition, each executive officer of SFR listed below ceased serving in the positions indicated beside such executive officer’s name at the REIT Merger Effective Time:
| • | Arik Prawer, Chief Financial Officer of SFR |
| • | Ryan A. Berry, Executive Vice President, General Counsel and Secretary of SFR |
| • | Lawrence P. Gorman, Executive Vice President, Chief Technology Officer of SFR |
| • | Justin M. Iannacone, Executive Vice President, Construction of SFR |
| • | Joshua Swift, Senior Vice President, Investments of SFR |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On the Closing Date, SFR and INVH jointly issued a press release announcing the completion of the Mergers. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Joint press release issued by INVH and SFR, dated November 16 2017 | |
Exhibit List
| Exhibit Number |
Description | |
| 99.1 | Joint press release issued by INVH and SFR, dated November 16, 2017 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IH MERGER SUB, LLC
as successor by merger to Starwood Waypoint Homes | ||||||
| November 20, 2017 | By: | /s/ Mark A. Solls | ||||
| Name: Mark A. Solls | ||||||
| Title: Executive Vice President, Secretary and Chief Legal Officer | ||||||
Exhibit 99.1
INVITATION HOMES AND STARWOOD WAYPOINT HOMES COMPLETE MERGER
DALLAS – November 16, 2017 – Invitation Homes Inc. (NYSE: INVH) today announced the completion of its previously announced merger with Starwood Waypoint Homes. Beginning today, the combined company will operate under the name “Invitation Homes” and continue trading on the New York Stock Exchange under the current ticker symbol for Invitation Homes (NYSE: INVH). The merger brings together the best practices, technology, and personnel from both firms to create the premier single-family rental company in the United States, with an unparalleled ability to deliver enhanced service offerings to residents more efficiently, continue investing in local communities, and generate value for stockholders.
Fred Tuomi, Chief Executive Officer of Invitation Homes, said: “Bringing together the best of both companies will help us continue to enhance customer service and expand housing choices for our residents. We will be able to more effectively and efficiently deliver exceptional living experiences near good jobs and good schools for families choosing to rent. Our combined team is excited about the future and the opportunity ahead to continue serving our residents and supporting local communities.”
The transaction combines two companies with highly complementary capabilities, including Invitation Homes’ industry-leading approach to customer service and asset-management expertise, and Starwood Waypoint Homes’ best-in-class technology. Overall, the two companies have invested nearly $2 billion, an average of approximately $22,000 per home, in renovations and maintenance, improving the resident experience and driving economic growth and job creation in local communities.
The combined company owns and manages a portfolio of approximately 82,000 single-family homes. While Invitation Homes is now the largest single-family rental company in the United States, its portfolio still represents less than 0.1 percent of the more than 90 million single-family homes in the United States, and just 0.5 percent of the nearly 16 million single-family homes for rent in the United States.
Financial Highlights
As a result of the merger, Invitation Homes will benefit from economies of scale and greater operating efficiency that will also enable even higher-quality customer service. Invitation Homes continues to expect annual run-rate cost synergies from the merger of $45 million to $50 million. The transaction is expected to be accretive to core funds from operations (“FFO”) and adjusted FFO on a run-rate basis. The combined company is also expected to benefit from a stronger balance sheet with improved financial flexibility, lower long-term cost of capital and a continued path towards deleveraging.
Leadership and Corporate Headquarters
As previously announced, Fred Tuomi, former Chief Executive Officer of Starwood Waypoint Homes, is now Chief Executive Officer of Invitation Homes; Ernie Freedman remains Chief Financial Officer of Invitation Homes; Charles Young, former Chief Operating Officer of Starwood Waypoint Homes, is now Chief Operating Officer of Invitation Homes; and Dallas Tanner remains Chief Investment Officer of Invitation Homes. The Board now has 11 directors, consisting of six current directors of Invitation Homes and five former trustees of Starwood Waypoint Homes. Invitation Homes will remain headquartered in Dallas, Texas, and will maintain a presence in Scottsdale, Arizona.
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Advisors
Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC acted as financial advisors and Simpson Thacher & Bartlett LLP acted as legal advisor to Invitation Homes. Morgan Stanley & Co. LLC and Evercore Group L.L.C. served as financial advisors and Sidley Austin LLP served as legal advisor to Starwood Waypoint Homes.
About Invitation Homes
Invitation Homes is a leading owner and operator of single-family homes for lease, offering residents high-quality homes across America. With more than 82,000 homes for lease in 17 markets across the country, Invitation Homes is meeting changing lifestyle demands by providing residents access to updated homes with features they value, such as close proximity to jobs and access to good schools. The company’s mission, “Together with you, we make a house a home,” reflects its commitment to high-touch service that continuously enhances residents’ living experiences and provides homes where individuals and families can thrive.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which include, but are not limited to, statements related to Invitation Homes’ expectations regarding the anticipated benefits of the merger with Starwood Waypoint Homes, the performance of Invitation Homes’ business, its financial results, its liquidity and capital resources, and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including, among others, risks associated with achieving expected revenue synergies or cost savings, risks inherent to the single-family rental industry sector and Invitation Homes’ business model, macroeconomic factors beyond Invitation Homes’ control, competition in identifying and acquiring Invitation Homes’ properties, competition in the leasing market for quality residents, increasing property taxes, homeowners’ association fees and insurance costs, Invitation Homes’ dependence on third parties for key services, risks related to evaluation of properties, poor resident selection and defaults and non-renewals by its residents, performance of Invitation Homes’ information technology systems and risks related to Invitation Homes’ indebtedness. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Additional factors that could cause Invitation Homes’ results to differ materially from those described in the forward-looking statements can be found under (i) the section entitled “Part I-Item 1A. Risk Factors,” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission (the “SEC”) and (ii) the caption entitled “Risk Factors” in Invitation Homes’ definitive joint proxy statement/information statement and prospectus filed with the SEC under Rule 424(b)(3) on October 16, 2017, as such factors may be updated from time to time in Invitation Homes’ periodic filings with the SEC, which are accessible on the SEC’s website at http://www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Invitation Homes’ filings with the SEC. The forward-looking statements speak only as of the date of this press release, and Invitation Homes expressly disclaims any obligation or undertaking to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except to the extent otherwise required by law.
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Media Contact:
Sard Verbinnen & Co
Brooke Gordon/Liz Zale/Emily Claffey
(212) 687-8080
For Invitation Homes:
Investor Relations
Greg Van Winkle
(844) 456-INVH
IR@InvitationHomes.com
Media
Claire Buchan Parker
(202) 257-2329
cparker@invitationhomes.com
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