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~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2017

Starwood Waypoint Homes

(Exact name of registrant as specified in its charter)

Maryland	001-36163	80-6260391
(State or other jurisdiction	(Commission	(IRS Employer
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification No.)
of incorporation)	File Number)	Identification No.)
8665 East Hartford Drive Scottsdale, AZ		85255
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~(480) ~~telephone~~362-9760 ~~number, including area code:~~

(~~480)~~Registrant’s ~~362~~telephone ~~9760~~number, including area code)

~~Colony Starwood~~Not ~~Homes~~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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 ~~Soliciting~~1.01. ~~material~~Entry ~~pursuant~~into toa ~~Rule~~Definitive ~~14a-12 under the Exchange Act (17 CFR 240~~Agreement.~~14a-12)~~

☐Merger ~~Pre-commencement~~Agreement ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

☐On ~~Pre-commencement~~August 9, ~~communications~~2017, ~~pursuant~~Invitation toHomes ~~Rule~~Inc., ~~13e-4~~a Maryland corporation (c“INVH”), ~~under~~Invitation ~~the~~Homes ~~Exchange~~Operating ~~Act~~Partnership LP, a Delaware limited partnership (17“INVH ~~CFR~~Partnership”), ~~240~~IH Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of INVH (“REIT Merger Sub”), Starwood Waypoint Homes, a Maryland real estate investment trust (“SFR”), and Starwood Waypoint Homes Partnership, L.~~13e-4~~P., a Delaware limited partnership (c“SFR Partnership”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”).

~~Indicate~~The byMerger ~~check~~Agreement ~~mark~~provides ~~whether~~that, upon the ~~registrant~~terms isand ansubject ~~emerging~~to ~~growth company~~the asconditions ~~defined~~set forth in the Merger Agreement, (i) SFR will be merged with and into REIT Merger Sub, with REIT Merger Sub surviving as ~~defined~~a inwholly ~~Rule~~owned ~~405~~subsidiary of INVH (the ~~Securities~~“REIT ~~Act~~Merger”) and (ii) as promptly as practicable after the REIT Merger, SFR Partnership will be merged with and into INVH Partnership, with INVH Partnership surviving as a wholly owned subsidiary of ~~1933~~INVH (~~§ 230~~the “Partnership Merger,” and, together with the REIT Merger, the “Mergers”).~~405~~ Closing of ~~this~~the ~~chapter)~~Mergers orunder ~~Rule~~the ~~12b-2~~Merger ofAgreement will occur on the third ~~Securities~~business ~~Exchange~~day ~~Act~~following satisfaction of ~~1934 (§~~all closing conditions, and either INVH or SFR may terminate the Merger Agreement if closing has not occurred on or before May ~~240.12b-2~~9, of2018 ~~this~~(the ~~chapter~~“Outside Date”).

~~Emerging~~Upon ~~growth~~the ~~company ☐~~terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the REIT Merger, each issued and outstanding common share of beneficial interest, par value $0.01 per share, of SFR (the “SFR Common Share”) will be converted into the right to receive 1.6140 (the “Exchange Ratio”) newly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of INVH (the “INVH Common Stock”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Partnership Merger, which will occur as promptly as practicable after the REIT Merger, each issued and outstanding unit of SFR Partnership (the “SFR Partnership Units”) will be converted into the right to receive 1.6140 newly issued and fully paid common units, representing limited partner interests, in INVH Partnership (“INVH Partnership Units”). No fractional shares of INVH Common Stock will be issued in the REIT Merger, and the value of any fractional interests to which a holder would otherwise be entitled will be paid in cash.

IfImmediately anprior ~~emerging~~to ~~growth~~the ~~company~~effective time of the REIT Merger, ~~indicate~~each byoutstanding ~~check~~restricted ~~mark~~share unit ifand performance share unit of SFR (“SFR RSU”) that vests as a result of the ~~registrant~~Mergers ~~has~~or ~~elected~~the ~~not~~Merger Agreement will automatically be converted into the right to ~~use~~receive INVH Common Stock based on the ~~extended~~Exchange ~~transition~~Ratio, ~~period~~plus ~~for~~any ~~complying~~accrued but ~~with~~unpaid dividends (if any) ~~new~~and orless ~~revised~~certain ~~financial~~taxes ~~accounting~~(if ~~standards~~any). ~~provided~~At ~~pursuant~~the toeffective ~~Section 13(~~time of the REIT Merger, each SFR RSU that does not vest as a) result of the ~~Exchange~~Mergers ~~Act~~or the Merger Agreement will be automatically assumed by INVH and converted into an equivalent stock-based incentive award unit with respect to INVH Common Stock and be subject to the same terms and conditions as applicable to such awards. ☐

~~Item~~The 8REIT Merger is intended to qualify as a reorganization for U.01S. ~~Other~~federal ~~Events~~income tax purposes, and the Partnership Merger is intended to be treated as a transaction that is generally tax-free to the holders of SFR Partnership Units for U.S. federal income tax purposes.

OnEach ~~August 9,~~of the ~~2017,~~board ~~Invitation~~of ~~Homes~~directors ~~Inc.,~~of aINVH ~~Maryland corporation~~ (the “INVH Board”), ~~Invitation~~and ~~Homes~~the ~~Operating~~board ~~Partnership~~of ~~LP,~~trustees aof ~~Delaware~~SFR ~~limited~~(the ~~partnership,~~“SFR IHBoard”) has unanimously approved the Merger ~~Sub,~~Agreement ~~LLC,~~and athe ~~Delaware~~Mergers. ~~limited~~The ~~liability~~approval ~~company~~by ~~and~~the ~~wholly~~stockholders ~~owned~~of ~~subsidiary~~INVH of the issuance of INVH, Common ~~Starwood~~Stock ~~Waypoint~~in ~~Homes,~~connection awith ~~Maryland~~the ~~real~~REIT ~~estate~~Merger ~~investment trust~~and the other transactions contemplated by the Merger Agreement (the “~~SFR~~INVH Stockholder Approval”) ~~and~~has ~~Starwood~~been ~~Waypoint~~obtained ~~Homes~~by ~~Partnership,~~written consent of entities under common control of Blackstone Real Estate Partners VII L.P., aan ~~Delaware~~investment ~~limited~~fund ~~partnership~~sponsored ~~entered~~by ~~into~~The aBlackstone ~~definitive~~Group ~~Agreement~~L.P., and ~~Plan~~its general partner and certain affiliated funds and investment vehicles, which collectively own approximately 71% of ~~Merger~~the outstanding INVH Common Stock (the “~~Merger~~INVH ~~Agreement~~Majority Stockholders”). OnIn ~~August 10~~addition, ~~2017,~~SFR ~~INVH~~has ~~and~~agreed ~~SFR~~to ~~issued~~recommend athat ~~joint press~~its ~~release~~shareholders ~~announcing~~approve the ~~execution~~REIT ofMerger and the ~~Merger~~other ~~Agreement.~~transactions Acontemplated ~~copy~~by of the ~~press~~Merger ~~release~~Agreement isby ~~attached~~a ~~hereto~~majority asof ~~Exhibit~~the ~~99.1~~outstanding ~~and~~shares isof ~~incorporated~~SFR ~~herein~~Common Shares by(the ~~reference~~“SFR Shareholder Approval”).

InThe ~~addition,~~parties ~~INVH~~to the Merger Agreement have made certain customary representations and ~~SFR~~warranties ~~will~~in the ~~hold~~Merger aAgreement ~~conference~~and ~~call~~have onagreed ~~August 10~~to customary covenants, ~~2017~~including atwith ~~8:30~~respect ~~a.m.~~to ~~Eastern~~the ~~Time~~conduct ~~regarding~~of business prior to the ~~proposed~~closing ~~transaction during~~and ~~which~~covenants ~~management~~prohibiting both parties and their respective subsidiaries and representatives from ~~both~~soliciting, providing ~~companies~~information, ~~will~~entering ~~discuss~~into adiscussions ~~presentation~~concerning proposals relating to ~~analysts~~an ~~and~~alternative ~~investors~~acquisition transaction (for 15% or more of the equity or assets), or approving any agreement relating to an acquisition proposal or requiring SFR or INVH to terminate the Merger Agreement, subject to certain limited exceptions. ~~The~~Prior ~~slides~~to obtaining the requisite shareholder approval, SFR may change its recommendation or terminate the Merger Agreement (to beenter ~~used~~into inan ~~connection~~agreement with ~~this~~respect ~~analyst~~to a superior proposal) only if it has received an unsolicited written acquisition proposal that constitutes a superior proposal and ~~investor~~determines ~~presentation~~in ~~are~~good ~~attached~~faith, ~~hereto~~after asconsultation ~~Exhibit~~with ~~99.2~~its outside financial and ~~are~~legal ~~incorporated~~advisors, ~~herein~~taking byinto account any ~~reference~~changes to the Merger Agreement proposed in response by INVH, that the superior proposal continues to constitute a superior proposal.

The completion of the Mergers is subject to customary conditions, including: (i) the approval of the REIT Merger by SFR’s shareholders; (ii) effectiveness of the registration statement that will contain the joint proxy statement/information ~~required~~statement/prospectus sent to beINVH’s ~~reported~~stockholders and SFR’s shareholders; (iii) no injunction or law prohibiting the Mergers; (iv) approval for listing on ~~Form~~the ~~8-K~~New ~~with~~York ~~respect~~Stock toExchange of the ~~Merger Agreement~~INVH ~~will~~Common Stock to be ~~filed~~issued in athe ~~separate~~Mergers, ~~Current~~subject ~~Report~~to official notice of issuance; (v) accuracy of each party’s representations, subject in most cases to materiality or material adverse effect qualifications; (vi) the absence of a material adverse effect on ~~Form~~either ~~8-K~~INVH or SFR; (vii) material performance and compliance with each party’s covenants; and (viii) the receipt of tax opinions from counsel to INVH and SFR relating to the reorganization and the REIT status of each of INVH and SFR.

~~Forward~~The ~~Looking~~Merger ~~Statements~~Agreement may be terminated under certain circumstances, including (i) by either party if the Mergers have not been consummated on or before the Outside Date; (ii) by either party upon entry of a final and non-appealable order prohibiting the transaction; (iii) by either party upon a failure of SFR to obtain the requisite approval of its shareholders; (iv) by SFR, prior to obtaining the requisite shareholder approval, upon SFR entering into an alternative acquisition agreement with respect to a superior proposal and SFR paying its applicable termination fee and expense amount; (v) by INVH upon the SFR Board changing its recommendation with respect to the transaction or SFR entering into an alternative acquisition agreement; (vi) by SFR upon the INVH Board changing its recommendation with respect to the INVH stock issuance or INVH entering into an alternative acquisition agreement; (vii) by either party upon an uncured breach by the other party that would reasonably be expected cause the closing conditions not to be satisfied and that cannot be cured by the Outside Date; (viii) by SFR if INVH breaches its covenant not to solicit acquisition proposals in any material respects; or (ix) by INVH if SFR breaches its covenant to hold the SFR shareholder meeting or its covenant not to solicit acquisition proposals in any material respects.

~~The~~In ~~information~~connection ~~presented~~with ~~herein may contain forward looking statements within~~ the ~~meaning~~termination of the ~~Private~~Merger ~~Securities~~Agreement ~~Litigation~~under ~~Reform Act of~~specified ~~1995. These forward looking statements~~circumstances, ~~which are based on current expectations, estimates and projections about the industry and markets in which~~ INVH and SFR operate and beliefs of and assumptions made by INVH management and SFR management, involve significant risks and uncertainties, which are difficult to predict and are not guarantees of future performances, that could significantly affect the financial results of INVH or SFR or the combined company. Words such as “projects,” “will,” “could,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecast,” “guidance,” “outlook,” “may,” ~~and~~be ~~“might”~~required ~~and variations of such words and similar expressions are intended~~ to ~~identify~~pay ~~such forward looking statements, which generally are not historical in nature. Such forward-looking statements may include, but are not limited~~ to, ~~statements~~SFR ~~about~~a ~~the~~termination ~~anticipated~~fee ~~benefits~~ of ~~the~~$230 ~~proposed~~million ~~merger between SFR~~ and/or ~~INVH,~~pay ~~including future financial and operating results, the attractiveness of the value~~ to ~~be received by~~ SFR ~~shareholders,~~an ~~the~~expense ~~attractiveness~~amount ofequal ~~the value~~ to be$25 ~~received by INVH~~million, the combined company’s plans, objectives, expectations and intentions, the timing of future events, anticipated administrative and operating synergies, the anticipated impact of the merger on net debt ratios, cost of capital, future dividend payment rates, forecasts of accretion in FFO, AFFO or ~~other~~SFR earnings or performance measures, projected capital improvements, expected sources of financing, and descriptions relating to these expectations. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to expected synergies, improved liquidity and balance sheet strength — are forward looking statements. Pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may ~~not~~be ~~reflect~~required ~~actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult~~ to ~~predict.~~pay ~~Our ability~~ to ~~predict~~INVH ~~results~~a ortermination ~~the~~fee ~~actual effect~~ of ~~future~~$161 ~~events,~~million actions, plans or strategies is inherently uncertain. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and ~~therefore, actual outcomes and results may differ materially from what is expressed~~ /or ~~forecasted~~pay in such forward looking statements. Some of the factors that may materially and adversely affect our business, financial condition, liquidity, results of operations and prospects, as well as our ability to ~~make~~INVH ~~distributions to~~an our shareholders, include, but are not limited to: (i) national, regional and local economic climates; (ii) changes in the real estate and single family rental industry, financial markets and interest rates, or to the business orexpense ~~financial~~amount ~~condition~~equal of either company or business; (iii) increased or unanticipated competition for the companies’ properties; (iv) competition in the leasing market for quality residents; (v) increasing property taxes, homeowners’ association fees and insurance costs, (vi) each company’s dependence on third parties for key services; (vii) risks related to ~~evaluation~~$25 ofmillion. properties, poor resident selection and defaults and non-renewals by either company’s residents; (viii) risks associated with acquisitions, including the integration of the combined companies’ businesses; (ix) the potential liability for the failure to meet regulatory requirements, including the maintenance of REIT status; (x) availability of financing and capital; (xi) risks associated with achieving expected revenue synergies or cost savings; (xii) risks associated with the companies’ ability to consummate the merger and the timing of the closing of the merger; (xiii) the outcome of claims and litigation involving or affecting either company; (xiv) applicable regulatory changes; and (xv) those

~~additional~~The ~~risks~~Merger ~~and~~Agreement ~~factors~~provides ~~discussed~~that inINVH ~~reports~~will ~~filed~~take ~~with~~all ~~the~~requisite ~~Securities~~action ~~and~~prior ~~Exchange~~to ~~Commission~~the ~~(“SEC”)~~effective time byof ~~INVH~~the ~~and~~REIT ~~SFR~~Merger ~~from time~~ to ~~time,~~cause ~~including~~the ~~those~~INVH ~~discussed~~Board ~~under~~as of the ~~heading~~ ~~“Risk~~effective ~~Factors”~~time inof ~~their~~the ~~respective~~REIT ~~most~~Merger ~~recently~~to ~~filed~~be ~~reports~~comprised onof ~~Forms~~(i) ~~10-K~~Barry ~~and 10-Q~~S. ~~Neither~~Sternlicht, ~~INVH~~Michael ~~nor~~D. ~~SFR~~Fascitelli, ~~except~~Jeffrey asE. ~~required~~Kelter, byRichard ~~law~~D. Bronson, ~~undertakes~~and ~~any duty~~Frederick toC. ~~update~~Tuomi ~~any~~(the ~~forward~~“SFR Designees”) ~~looking~~and ~~statements~~(ii) ~~appearing~~Bryce inBlair, ~~this~~Jonathan ~~document~~D. Gray, ~~whether~~Robert asG. aHarper, ~~result~~John ofB. ~~new information~~Rhea, ~~future~~Janice ~~events~~L. orSears, ~~otherwise~~William J. ~~Readers~~Stein ~~are~~(the ~~cautioned~~“INVH ~~not~~Designees”), with Bryce Blair to ~~place~~be ~~undue~~appointed ~~reliance~~Chairman onof ~~these~~the ~~forward-looking~~INVH ~~statements,~~Board ~~which~~and ~~speak~~Michael ~~only~~D. asFascitelli to be appointed Chairman of the ~~date~~Investment ~~hereof~~Committee of the INVH Board.

~~Additional~~A ~~Information~~copy ~~about~~of the ~~Proposed~~Merger ~~Transaction~~Agreement is attached hereto as Exhibit 2.1 and ~~Where~~is incorporated herein by reference. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to ~~Find~~the full text of the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about INVH or SFR. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in confidential disclosure letters provided by each party to the other in connection with the signing of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, investors should not rely on the representations and warranties in the Merger Agreement as characterizations of the actual state of facts about or condition of INVH, SFR or any of their respective subsidiaries, affiliates or businesses.

~~This~~Item ~~communication~~8.01. ~~relates~~Other ~~to the proposed merger transaction pursuant to the terms of the Merger Agreement~~Events.

~~In connection with the proposed merger,~~ INVH ~~expects~~Amended ~~to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of SFR~~ and ~~information~~Restated ~~statement~~Stockholders of INVH that also constitutes a prospectus (the “joint proxy/information statement/prospectus”) which joint proxy/information statement/prospectus will be mailed or otherwise disseminated to INVH stockholders and SFR shareholders when it becomes availableAgreement. INVH and SFR also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY/ INFORMATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy/information statement/prospectus and other relevant documents (if and when they become available) filed by INVH and SFR with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by INVH with the SEC will be available free of charge on INVH’s website at www.invitiationhomes.com or by emailing INVH Investor Relations at ir@invitationhomes.com or at 844-456-4684. Copies of the documents filed by SFR with the SEC will be available free of charge on SFR’s website at www.starwoodwaypoint.com or by contacting SFR Investor Relations at ir@colonystarwood.com or at 480-800-3490.

~~Certain~~On ~~Information~~August 9, ~~Regarding~~2017, ~~Participants~~ in connection with the ~~Solicitation~~Merger Agreement, INVH entered into an Amended and Restated Stockholders Agreement (the “Stockholders Agreement”) with the INVH Majority Stockholders (and with Blackstone Real Estate Advisors L.P. (the “Advisor”) for purposes of the standstill provision only) that will become effective upon the closing of the Mergers. The Stockholders Agreement sets forth various arrangements and restrictions with respect to the governance of INVH and certain rights of the INVH Majority Stockholders with respect to the INVH Common Stock.

~~INVH~~Directors. ~~and~~The ~~SFR~~Stockholders ~~and~~Agreement ~~certain~~requires ofINVH ~~their~~to ~~respective~~nominate ~~trustees,~~a ~~directors~~number ~~and~~of ~~executive~~individuals ~~officers~~designated ~~and~~by ~~other~~the ~~members~~INVH ofMajority ~~management and employees may be~~Stockholders ~~deemed~~for toelection beas ~~participants~~INVH indirectors ~~the~~at ~~solicitation~~any ofmeeting ~~proxies in respect~~ of ~~the proposed merger. You can find information about~~ INVH’s ~~executive~~stockholders ~~officers~~(each ~~and~~an ~~directors in~~ “INVH’s ~~Annual~~Majority ~~Report~~Designee”) onsuch ~~Form~~that, ~~10-K for~~following the ~~year~~election ~~ended~~of ~~December 31,~~any ~~2016~~directors and ~~its~~taking ~~Current~~into ~~Reports~~account ofany ~~Form~~director ~~8-K~~continuing ~~filed~~to ~~with~~serve ~~the~~as ~~SEC~~such onwithout ~~February 6,~~the ~~2017, March~~need for 20re-election, ~~2017 and June~~ ~~29,~~the ~~2017.~~number ~~You~~of ~~can~~INVH ~~find~~Majority ~~information~~Designees ~~about~~serving ~~SFR’s executive~~as ~~officers~~directors ~~and~~of ~~trustees~~INVH inwill ~~SFR’s~~be ~~Annual~~equal ~~Report~~to: on(1) if ~~Form 10-K for~~ the ~~year ended December~~INVH ~~31,~~Majority ~~2016,~~Stockholders ~~its~~collectively ~~Quarterly~~beneficially ~~Report~~own onat ~~Form~~least ~~10-Q~~30% ~~for~~of the ~~quarterly period~~outstanding ~~ended~~INVH ~~March 31,~~Common ~~2017~~Stock, ~~and~~three; (2) if ~~its Definitive Proxy Statement on Schedule 14A filed with~~ the ~~SEC on March~~INVH ~~31,~~Majority ~~2017~~Stockholders incollectively ~~connection~~beneficially ~~with~~own ~~its~~at ~~2017~~least ~~annual~~20% ~~meeting~~(but ofless ~~shareholders.~~than ~~Additional~~30%) ~~information regarding the interests~~ of ~~such potential participants will be included in~~ the ~~joint~~outstanding ~~proxy/information~~INVH ~~statement/prospectus~~Common ~~and~~Stock, ~~other~~two; ~~relevant~~(3) if ~~documents filed with~~ the ~~SEC~~INVH ifMajority ~~and~~Stockholders ~~when~~collectively ~~they~~beneficially ~~become~~owns ~~available.~~at ~~You~~least ~~may~~5% ~~obtain~~(but ~~free~~less than ~~copies~~20%) of ~~these~~the ~~documents~~outstanding ~~from~~ INVH orCommon ~~SFR~~Stock, ~~using the sources indicated above~~one.

NoVacancies. ~~Offer~~For so long as the Stockholders Agreement remains in effect, INVH Majority Designees may not be removed without the consent of ~~Solicitation~~the INVH Majority Stockholders. In the case of a vacancy created by the removal or resignation of an INVH Majority Designee, the Stockholders Agreement requires the INVH Board to nominate an individual

~~This~~ designated ~~document~~by ~~shall~~the ~~not~~INVH ~~constitute~~Majority anStockholders ~~offer~~for election to ~~sell~~fill or the ~~solicitation~~vacancy. ofThe anStockholders ~~offer~~Agreement and tothe ~~buy~~INVH ~~any~~charter ~~securities,~~and ~~nor~~bylaws ~~shall~~require ~~there~~that becertain ~~any~~amendments ~~sale~~to ~~of securities~~the inINVH ~~any~~charter and ~~jurisdiction in which such offer~~bylaws, ~~solicitation~~including orany ~~sale~~change ~~would be unlawful prior~~ to ~~registration or qualification under~~ the ~~securities~~number ~~laws~~ of ~~any~~INVH ~~such~~directors, ~~jurisdiction.~~will Norequire ~~offering of securities shall be made except by means of a prospectus meeting~~ the ~~requirements~~consent of ~~Section 10 of~~ the ~~U.S.~~INVH ~~Securities~~Majority ~~Act of 1933, as amended~~Stockholders.

~~Item~~Standstill. 9During the term of the Stockholders Agreement, the Advisor and the INVH Majority Stockholders will be subject to a customary standstill with respect to equity securities of INVH.~~01.~~ ~~Financial~~In ~~Statements~~particular, the Advisor and ~~Exhibits~~the INVH Majority Stockholders (and certain of their affiliates) must not, without the prior consent of INVH, among other things: (i) acquire, make any proposal or offer to acquire, or propose or facilitate the acquisition of, directly or indirectly, any additional equity securities of INVH, including securities of INVH redeemable or exercisable into such equity securities; (ii) enter into, agree to enter into, commence or submit any merger, consolidation, tender offer, exchange offer, business combination or other similar extraordinary transaction involving INVH; (iii) tender into a tender or exchange offer (other than a tender or exchange offer for all of the outstanding shares of INVH Common Stock whereby all shareholders are offered the same per share consideration) commenced by a third party other than a tender or exchange offer that the INVH Board has affirmatively publicly recommended to INVH’s stockholders that such stockholders tender into such offer; (iv) (x) make, or in any way participate in, any solicitation of proxies to vote any securities of INVH under any circumstances, (y) seek to advise or influence any person with respect to the voting of any securities of INVH or the INVH Partnership (other than to vote as recommended by the INVH Board), or (z) grant any proxy with respect to any common stock; (v) form, join or in any way participate in a group with respect to any of the securities of INVH (other than a group including solely the INVH Majority Stockholders and their affiliates); (vi) disclose any intention, plan or arrangement to change any of the members of the INVH Board (other than pursuant to the INVH Majority Stockholders’ rights under the Stockholders Agreement), any of the executive officers of INVH, the charter or bylaws of INVH, other than to INVH or the INVH Board or their representatives; (vii) call, request the calling of, or otherwise seek or submit a written request for the calling of a special meeting of, or initiate any stockholder proposal for the election of any director (other than the designation to INVH of an INVH Majority Designee) or any other action by, the stockholders of INVH; (viii) seek to influence or control the management of the INVH Board, or the policies, affairs or strategy of INVH or the INVH Partnership; (ix) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (x) advise, knowingly assist or knowingly encourage, or enter into any arrangements with, any other persons in connection with any of the foregoing; or (xi) request INVH to amend or waive any of the foregoing provisions (including this provision).

Voting Agreement. During the term of the Stockholders Agreement, the INVH Majority Stockholders agreed to vote their INVH Common Stock in favor of all persons nominated to serve as directors of INVH by the INVH Board (dthat otherwise complies with the Stockholders Agreement), ~~Exhibits~~except to the extent the INVH Majority Stockholders reasonably determines that the election of any such director would reasonably be expected to cause reputational damage to INVH or its subsidiaries or to the INVH Majority Stockholders or their affiliates or would otherwise reasonably be expected to be materially detrimental to INVH and its subsidiaries.

ExhibitNo.		Description
99.1		Joint Press Release issued by Invitation Homes Inc. and Starwood Waypoint Homes on August 10, 2017
99.2		Investor Presentation Material

Lock-Up. The INVH Majority Stockholders will not transfer (except to affiliates or related investment funds or with respect to certain liens or encumbrances) their shares of INVH Common Stock for a 30-day period after the effective date of the Stockholders Agreement.

~~SIGNATURE~~Term. The Stockholders Agreement will remain in effect until the earlier of: (i) such time as the INVH Majority Stockholders are no longer entitled to nominate an INVH Majority Designee pursuant to the Stockholders Agreement and (ii) such time as the INVH Majority Stockholders beneficially own 10% or less of INVH Common Stock and the INVH Majority Stockholders irrevocably waive their right to designate any INVH Majority Designee under the Stockholders’ Agreement.

~~Pursuant~~A copy of the Stockholders Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing description of the Stockholders Agreement is not complete and is qualified in its entirety by reference to the ~~requirements~~full text of the Stockholders ~~Securities~~Agreement. ~~Exchange~~The ~~Act~~Stockholders Agreement has been attached to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about INVH or SFR. In particular, the assertions embodied in the representations and warranties in the Stockholders Agreement were made as of ~~1934~~a specified date, are modified or qualified by information in confidential disclosure letters provided by each party to the ~~registrant~~other ~~has~~in ~~duly~~connection with ~~caused~~the ~~this~~signing ~~report~~of the Stockholders Agreement, may be subject to a contractual standard of materiality different from what might be ~~signed~~viewed onas ~~its~~material ~~behalf~~to byshareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, investors should not rely on the ~~undersigned~~representations ~~hereunto~~and ~~duly~~warranties ~~authorized~~in the Stockholders Agreement as characterizations of the actual state of facts about or condition of the parties thereto or any of their respective subsidiaries, affiliates or businesses.

Lock-Up Agreement.

~~Exhibit~~On ~~Index~~August 9, 2017, in connection with the Merger Agreement as described above, SFR entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with the INVH Majority Stockholders. Under the Lock-Up Agreement, the INVH Majority Stockholders generally cannot transfer their INVH Common Stock (except to affiliates or related investment funds or with respect to certain liens or encumbrances) from the date of the Merger Agreement until the earlier to occur of: (i) the termination of the Merger Agreement in accordance with its terms and (ii) the closing of the Mergers.

ExhibitNo.		Description
99.1		Joint Press Release issued by Invitation Homes Inc. and Starwood Waypoint Homes on August 10, 2017
99.2		Investor Presentation Material

A copy of the Lock-Up Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The foregoing description of the Lock-Up Agreement is not complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement. The Lock-Up Agreement has been attached to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about INVH or SFR. In particular, the assertions embodied in the representations and warranties in the Lock-Up Agreement were made as of a specified date, are modified or qualified by information in confidential disclosure letters provided by each party to the other in connection with the signing of the Lock-Up Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, investors should not rely on the representations and warranties in the Lock-Up Agreement as characterizations of the actual state of facts about or condition of the parties thereto or any of their respective subsidiaries, affiliates or businesses.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.


Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated August 9, 2017, by and among Invitation Homes Inc., Invitation Homes Operating Partnership LP, IH Merger Sub, LLC, Starwood Waypoint Homes and Starwood Waypoint Homes Partnership, L.P.

99.1		Amended and Restated Stockholders Agreement by and among Invitation Homes Inc., each of the parties from time to time party thereto and, solely for the purposes of Section 4.1, Blackstone Real Estate Advisors L.P.

99.2		Lock-Up Agreement by and among Starwood Waypoint Homes and the persons set forth on Schedule I attached thereto

*	Pursuant to Item 601(b)(2) of Regulation S-K, the Disclosure Letters and Exhibits to the Merger Agreement (identified therein) have been omitted from this Current Report on Form 8-K and will be furnished to the SEC supplementally upon request.

Forward Looking Statements

The information presented herein may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements, which are based on current expectations, estimates and projections about the industry and markets in which INVH and SFR operate and beliefs of and assumptions made by INVH management and SFR management, involve significant risks and uncertainties, which are difficult to predict and are not guarantees of future performances, that could significantly affect the financial results of INVH or SFR or the combined company. Words such as “projects,” “will,” “could,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecast,” “guidance,” “outlook,” “may,” and “might” and variations of such words and similar expressions are intended to identify such forward looking statements, which generally are not historical in nature. Such forward-looking statements may include, but are not limited to, statements about the anticipated benefits of the proposed merger between SFR and INVH, including future financial and operating results, the attractiveness of the value to be received by SFR shareholders, the attractiveness of the value to be received by INVH, the combined company’s plans, objectives, expectations and intentions, the timing of future events, anticipated administrative and operating synergies, the anticipated impact of the Mergers on net debt ratios, cost of capital, future dividend payment rates, forecasts of accretion in FFO, AFFO or other earnings or performance measures, projected capital improvements, expected sources of financing, and descriptions relating to these expectations. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to expected synergies, improved liquidity and balance sheet strength — are forward looking statements. Pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. SFR’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although SFR believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained and therefore, actual

outcomes and results may differ materially from what is expressed or forecasted in such forward looking statements. Some of the factors that may materially and adversely affect INVH’s and SFR’s business, financial condition, liquidity, results of operations and prospects, as well as SFR’s ability to make distributions to its shareholders, include, but are not limited to: (i) national, regional and local economic climates; (ii) changes in the real estate and single family rental industry, financial markets and interest rates, or to the business or financial condition of either company or business; (iii) increased or unanticipated competition for the companies’ properties; (iv) competition in the leasing market for quality residents; (v) increasing property taxes, homeowners’ association fees and insurance costs, (vi) each company’s dependence on third parties for key services; (vii) risks related to evaluation of properties, poor resident selection and defaults and non-renewals by either company’s residents; (viii) risks associated with acquisitions, including the integration of the combined companies’ businesses; (ix) the potential liability for the failure to meet regulatory requirements, including the maintenance of REIT status; (x) availability of financing and capital; (xi) risks associated with achieving expected revenue synergies or cost savings; (xii) risks associated with the companies’ ability to consummate the Mergers and the timing of the closing of the Mergers; (xiii) the outcome of claims and litigation involving or affecting either company; (xiv) applicable regulatory changes; and (xv) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by INVH and SFR from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. Neither INVH nor SFR, except as required by law, undertakes any duty to update any forward looking statements appearing in this document, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Additional Information about the Proposed Transaction and Where to Find It

This communication relates to the proposed merger transaction pursuant to the terms of the Merger Agreement.

In connection with the proposed merger, INVH expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of SFR and information statement of INVH that also constitutes a prospectus (the “joint proxy/information statement/prospectus”) which joint proxy/information statement/prospectus will be mailed or otherwise disseminated to INVH stockholders and SFR shareholders when it becomes available. INVH and SFR also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY/ INFORMATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy/information statement/prospectus and other relevant documents (if and when they become available) filed by INVH and SFR with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by INVH with the SEC will be available free of charge on INVH’s website at www.invitiationhomes.com or by emailing INVH Investor Relations at ir@invitationhomes.com or at 844-456-4684. Copies of the documents filed by SFR with the SEC will be available free of charge on SFR’s website at www.starwoodwaypoint.com or by contacting SFR Investor Relations at ir@colonystarwood.com or at 480-800-3490.

Certain Information Regarding Participants in the Solicitation

INVH and SFR and certain of their respective trustees, directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. You can find information about INVH’s executive officers and directors in INVH’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 and its Current Reports of Form 8-K filed with the SEC on February 6, 2017, March 20, 2017 and June 29, 2017. You can find information about SFR’s executive officers and trustees in SFR’s Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017 and June 30, 2017, and its Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2017 in connection with its 2017 annual meeting of shareholders. Additional information regarding the interests of such potential participants will be included in the joint proxy/information statement/prospectus and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from INVH or SFR using the sources indicated above.

No Offer or Solicitation

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

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.


	STARWOOD WAYPOINT HOMES

August 14, 2017	By:	/s/ Ryan Berry

		Name: Ryan Berry
		Title: General Counsel

Exhibit List


Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated August 9, 2017, by and among Invitation Homes Inc., Invitation Homes Operating Partnership LP, IH Merger Sub, LLC, Starwood Waypoint Homes and Starwood Waypoint Homes Partnership, L.P.

99.1		Amended and Restated Stockholders Agreement by and among Invitation Homes Inc.. each of the parties from time to time party thereto and, solely for the purposes of Section 4.1, Blackstone Real Estate Advisors L.P.

99.2		Lock-Up Agreement by and among Starwood Waypoint Homes and the persons set forth on Schedule I attached thereto

*	Pursuant to Item 601(b)(2) of Regulation S-K, the Disclosure Letters and Exhibits to the Merger Agreement (identified therein) have been omitted from this Current Report on Form 8-K and will be furnished to the SEC supplementally upon request.

STARWOOD WAYPOINT HOMES

August 10, 2017

/s/ Ryan Berry

Ryan Berry

General Counsel

Filing Compare · Invitation Homes