8-K 1 d766714d8k.htm 8-K 8-K












Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report – June 26, 2019

(Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Maryland   001-38004   90-0939055
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)

1717 Main Street, Suite 2000

Dallas TX 75201

(Address of principal executive offices, including zip code)

(972) 421-3600

(Registrant’s phone number, including area code)


(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:


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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common stock, $0.01 par value   INVH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):

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.  ☐




Item 8.01.

Other Events.

On June 26, 2019, certain investment funds affiliated with The Blackstone Group L.P. (the “Selling Stockholders”) completed the previously-announced underwritten public offering (the “Offering”) of 37,500,000 shares (the “Shares”) of common stock, $0.01 par value per share, of Invitation Homes Inc. (the “Company”).

In connection with the Offering, the Selling Stockholders and the Company entered into an underwriting agreement, dated as of June 20, 2019 (the “Underwriting Agreement”), by and among the Company, Invitation Homes Operating Partnership LP, the Selling Stockholders and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as underwriters. Subject to the terms and conditions stated in the Underwriting Agreement, the underwriters agreed to purchase, and the Selling Stockholders agreed to sell to the underwriters, the number of Shares set forth opposite such Selling Stockholder’s name in Schedule II thereto. The Company did not receive any proceeds from the sale of the Shares by the Selling Stockholders.

The above description of the Underwriting Agreement does not purport to be a complete summary of and is subject to and qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.


Item 9.01.

Financial Statements and Exhibits.



The following exhibit is attached to this Current Report on Form 8-K


1.1    Underwriting Agreement, dated as of June  20, 2019, by and among Invitation Homes Inc., Invitation Homes Operating Partnership LP, the Selling Stockholders, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


Date: June 26, 2019     INVITATION HOMES INC.
    By:   /s/ Mark A. Solls
      Name:   Mark A. Solls

Executive Vice President, Secretary

and Chief Legal Officer