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): ~~September~~October 2916, 2017

Starwood Waypoint Homes

(Exact name of registrant as specified in its charter)


Maryland (State or other jurisdiction of incorporation)		001-36163 (Commission File Number)		80-6260391 (IRS Employer Identification No.)


8665 East Hartford Drive Scottsdale, AZ (Address of principal		85255 (Zip Code)
executive offices)

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

~~Colony~~Not ~~Starwood 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 Instructions 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. ☐

Item 1 8.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~The~~On ~~description~~October 16, 2017, Starwood Waypoint Homes (“SFR” or the “Company”) issued a press release announcing that it has established a record date of October 13, 2017 and a meeting date of November 14, 2017 for the ~~Loan~~special ~~Agreement~~meeting of SFR common shareholders (asthe ~~defined~~“SFR ~~below~~Special Meeting”). At ~~set~~the ~~forth~~SFR ~~under~~Special ~~Item~~Meeting, 2SFR’s shareholders will be asked to, among other things, vote on a proposal to approve the previously announced proposed merger of SFR and Invitation Homes Inc.03 is(“INVH”) ~~hereby~~pursuant ~~incorporated~~to the Agreement and Plan of Merger, dated as of August 9, 2017, by ~~reference~~and ~~into~~among ~~this~~SFR, ~~Item~~INVH 1and the other entities party thereto.~~01.~~

~~Item~~A ~~2.03.~~copy ~~Creation~~ of athe ~~Direct~~press ~~Financial~~release ~~Obligation~~is orattached anhereto ~~Obligation~~as ~~Under~~Exhibit an99.1 ~~Off-Balance~~and ~~Entry~~incorporated ~~Sheet~~by ~~Arrangement~~reference ~~of a Registrant~~herein.

~~Securitization~~Item ~~Transaction~~9.01. Financial Statements and Exhibits.

~~On September 29, 2017, Starwood Waypoint Homes~~ (~~the “Company”~~d) completed its seventh securitization transaction, which involved the issuance and sale in a private offering of single-family rental pass-through certificates (the “Certificates”) issued by a trust (the “Trust”) established by a wholly owned subsidiary of the CompanyExhibits. The Certificates represent beneficial ownership interests in a Loan (defined below) secured by a portfolio of 4,443 single-family homes operated as rental properties (collectively, the “Properties”) contributed from the Company’s portfolio of single-family homes to a newly-formed special purpose entity indirectly owned by the Company. Net proceeds from the offering to third parties were distributed to the Company’s operating partnership, Starwood Waypoint Homes Partnership, L.P., after payment of transaction expenses. The operating partnership intends to use the net proceeds to repay certain of the Company’s existing debt and for general corporate purposes.

The Company sold $732.7 million of Certificates at a weighted average blended interest rate of LIBOR plus 156 basis points to investors and retained approximately 5% of each class of Certificates totaling $38.6 million.

Exhibit Number		Description
99.1		Press release, dated October 16, 2017.

As part of the securitization transaction, various subsidiaries of the Company, through both distributions and contributions, transferred the Properties to Borrower (as defined below), an indirect subsidiary of the Company, which then entered into the Loan Agreement. The Loan (as defined below) was deposited into the Trust in exchange for the Certificates. The Certificates were sold to qualified institutional buyers and nonForward-~~U.S.~~Looking persons through the placement agents retained for the transaction pursuant to the exemptions from registration provided by Rule 144A and Regulation S, respectively, under the Securities Act of 1933, as amended.Statements

~~Loan~~The ~~Agreement~~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 the Company and INVH operate and beliefs of and assumptions made by Company management and INVH 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 the Company or INVH 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 INVH and the Company, including future financial and operating results, the attractiveness of the value to be received by INVH stockholders, the attractiveness of the value to be received by the Company, 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 funds from operations (“FFO”), adjusted FFO 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. The Company’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although the Company 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 the Company’s and INVH’s business, financial condition, liquidity, results of operations and prospects, as well as the Company’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;

On(ix) ~~September~~the ~~29,~~potential ~~2017,~~liability ~~SWH~~for ~~2017-1~~the ~~Borrower,~~failure LPto meet regulatory requirements, aincluding ~~Delaware~~the ~~limited~~maintenance ~~liability~~of ~~partnership~~real estate investment trust status; (~~“Borrower”~~x), ~~entered~~availability ~~into~~of afinancing ~~loan~~and ~~agreement~~capital; (~~the~~xi) ~~“Loan~~risks ~~Agreement”),~~associated with ~~German~~achieving ~~American~~expected ~~Capital~~revenue ~~Corporation~~synergies asor ~~lender~~cost savings; (~~“Lender”~~xii). ~~Pursuant~~risks associated with the companies’ ability to consummate the ~~Loan~~merger ~~Agreement,~~and ~~Borrower~~the ~~borrowed~~timing ~~$771,240,000~~of (the ~~“Loan”~~closing of the merger; (xiii) ~~from~~the ~~Lender.~~outcome ~~The~~of ~~Loan~~claims isand alitigation ~~two-year,~~involving ~~floating~~or ~~rate~~affecting ~~loan,~~either ~~composed~~company; of(xiv) ~~six~~applicable ~~floating~~regulatory ~~rate~~changes; ~~components,~~and ~~each~~(xv) ofthose ~~which~~additional isrisks ~~computed~~and ~~monthly~~factors ~~based~~discussed onin ~~LIBOR~~reports ~~plus~~and aregistration ~~fixed~~statements ~~component~~filed ~~spread.~~with ~~Interest~~the onSecurities and Exchange Commission (the ~~Loan~~“SEC”) isby ~~payable~~the ~~monthly.~~Company Asand ~~part~~INVH offrom ~~certain~~time ~~lender~~to ~~requirements~~time, inincluding ~~connection~~those ~~with~~discussed under the ~~securitization~~heading ~~transaction~~“Risk ~~described~~Factors” ~~above,~~in ~~Borrower~~their ~~entered~~respective ~~into~~most anrecently ~~interest~~filed ~~rate~~reports ~~cap~~on ~~agreement~~Forms ~~for~~10-K and 10-Q. Neither the ~~initial~~Company ~~two-year~~nor ~~term~~INVH, ofexcept ~~the~~as ~~Loan~~required by law, ~~with~~undertakes aany ~~LIBOR~~duty to update any forward-~~based~~looking ~~strike~~statements ~~rate~~appearing ~~such~~in ~~that~~this ~~the~~document, ~~debt~~whether ~~service~~as ~~coverage~~a ~~ratio~~result ~~calculated~~of ~~under~~new ~~the~~information, ~~Loan~~future ~~Agreement~~events ~~will~~or otherwise. Readers are cautioned not beto ~~less~~place ~~than~~undue 1reliance on these forward-looking statements, which speak only as of the date hereof.~~20x.~~

~~For~~Additional ~~purposes~~Information ofabout ~~computing, among other things, interest accrued on~~ the ~~Loan,~~Proposed ~~the~~Transaction ~~Loan is divided into six components designated as “Component A,” “Component B,” “Component C,” “Component D,” “Component E”~~ and ~~“Component~~Where ~~F”.~~to ~~The~~Find ~~following table shows the initial principal amount and the interest rate for each Component A through F.~~It

Component	Initial PrincipalBalance	Regular ComponentInterest Rate
A	$408,137,000	One-Month LIBOR + 1.0196%
B	$84,443,000	One-Month LIBOR + 1.2396%
C	$61,924,000	One-Month LIBOR + 1.4696%
D	$67,554,000	One-Month LIBOR + 2.0196%
E	$92,887,000	One-Month LIBOR + 2.6696%
F	$56,295,000	One-Month LIBOR + 3.4696%

This communication relates to the proposed merger between SFR and INVH.

~~The~~In ~~Loan~~connection iswith ~~secured~~the byproposed ~~first~~merger, ~~priority~~INVH ~~mortgages~~has onfiled with the ~~Properties,~~SEC ~~which~~a ~~are~~registration ~~owned~~statement byon ~~the~~Form ~~Borrower.~~S-4 ~~The~~(File ~~Loan~~No. is333-220543) ~~also~~that ~~secured~~includes by a ~~first~~joint ~~priority~~proxy ~~pledge~~statement of ~~the~~SFR ~~equity~~and ~~interests~~information statement of ~~the~~INVH ~~Borrower.~~that ~~The~~also ~~initial~~constitutes ~~maturity~~a ~~date~~prospectus, ofwhich ~~the~~joint ~~Loan~~proxy isstatement/information ~~October 9,~~statement ~~2019~~and ~~(the~~prospectus ~~“Initial~~will ~~Maturity~~be ~~Date”).~~first ~~Borrower~~mailed ~~has~~or ~~the~~otherwise ~~option~~disseminated to ~~extend~~INVH ~~the~~stockholders ~~Loan~~and ~~beyond~~SFR ~~the~~shareholders ~~Initial~~beginning ~~Maturity~~on ~~Date~~October ~~for~~16, ~~two~~2017. ~~successive~~INVH ~~one-year terms~~ and ~~one~~SFR ~~final~~have ~~15-month~~each ~~extension,~~filed ~~provided~~a ~~that~~joint ~~there~~proxy isstatement/information nostatement ~~event~~and ofprospectus ~~default~~and ~~under~~also ~~the~~plan ~~Loan~~to ~~Agreement~~file onother ~~each~~relevant ~~maturity~~documents ~~date,~~with ~~Borrower~~the ~~obtains~~SEC anregarding ~~acceptable~~the ~~replacement~~proposed ~~interest~~transaction. INVESTORS ~~rate~~ARE ~~cap~~URGED ~~agreement~~TO ~~and~~READ ~~Borrower~~THE ~~complies~~JOINT ~~with~~PROXY ~~the~~STATEMENT/INFORMATION ~~other~~STATEMENT ~~terms~~AND ~~set~~PROSPECTUS ~~forth~~AND inOTHER ~~the~~RELEVANT ~~Loan~~DOCUMENTS ~~Agreement. The~~FILED ~~Loan~~OR ~~Agreement~~TO ~~requires~~BE ~~that~~FILED ~~Borrower~~WITH ~~comply~~THE ~~with~~SEC ~~various~~BECAUSE ~~affirmative~~THEY ~~and~~CONTAIN ~~negative~~IMPORTANT ~~covenants~~INFORMATION. ~~that~~You ~~are~~may ~~customary~~obtain ~~for~~a ~~loans~~free copy of ~~this~~the ~~type,~~joint ~~including~~proxy ~~limitations~~statement/information onstatement ~~indebtedness~~and ~~Borrower~~prospectus ~~can~~and ~~incur,~~other ~~limitations~~relevant ondocuments ~~sales~~(if and ~~dispositions~~when ofthey ~~the~~become ~~Properties,~~available) ~~required~~filed ~~maintenance~~by ofINVH ~~specified~~and ~~cash~~SFR ~~reserves,~~with ~~and~~the ~~various~~SEC ~~restrictions~~at on the ~~use~~SEC’s ofwebsite ~~cash~~at ~~generated~~www.sec.gov. byCopies of the ~~operations~~documents offiled ~~the~~by ~~Properties~~INVH ~~while~~with the ~~Loan~~SEC iswill ~~outstanding.~~be ~~The~~available ~~Loan~~free ~~Agreement~~of ~~also~~charge ~~includes~~on ~~customary~~INVH’s ~~events~~website ofat ~~default,~~www.invitiationhomes.com ~~the~~or ~~occurrence~~by ofemailing ~~which~~INVH ~~would~~Investor ~~allow~~Relations ~~the~~at ~~Lender~~ir@invitationhomes.com ~~accelerate~~or ~~payment~~at 844-456-4684. Copies of ~~all~~the ~~amounts~~documents ~~outstanding~~filed ~~thereunder~~by ~~and~~SFR towith ~~require~~the ~~that~~SEC ~~all~~will be available free of ~~the~~charge ~~rental~~on ~~income~~SFR’s ~~associated~~website ~~with~~at ~~the~~www.starwoodwaypoint.com ~~Properties~~or beby ~~required~~contacting toSFR ~~prepay~~Investor ~~the~~Relations ~~Loan~~at ir@colonystarwood.com or at 480-800-3490.

InCertain ~~connection~~Information ~~with~~Regarding ~~the~~Participants Loan, the Company provided the Lender with a limited recourse guaranty under which it agreed to indemnify the Lender against specified losses due to fraud, misrepresentation, misapplication of funds, physical waste, breaches of specified representations, warranties and covenants, as well as a guaranty of the entire amount of the Loan, not to exceed the greater of (i) the lesser of $35,000,000 and the outstanding principal balance of the Loan and all other obligations under the Loan, and (ii) thirty-five percent of the outstanding principal balance of the Loan, in the ~~event that the Borrower files insolvency proceedings or violates certain covenants that result in its being substantively consolidated with any other entity that is subject to a bankruptcy proceeding.~~Solicitation

~~This~~INVH ~~description~~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 ~~Loan~~solicitation ~~Agreement~~of isproxies ~~not~~in ~~complete~~respect of the proposed merger between SFR and isINVH. ~~qualified~~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 ~~entirety~~Quarterly byReport ~~reference~~on toForm 10-Q for the ~~Loan~~quarterly ~~Agreement~~period ended June 30, 2017 and its Current Reports of Form 8-K filed aswith ~~Exhibit 10~~the SEC on February 6, 2017, March 20, 2017, June 29, 2017, August 14, 2017 and September 19, 2017.1 toYou ~~this~~can ~~Current~~find information about SFR’s executive officers and trustees in SFR’s Annual Report on Form 810-K for the year ended December 31, ~~which~~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 is ~~incorporated~~included ~~herein~~in bythe ~~reference~~joint proxy statement/information statement and prospectus and other relevant documents filed or to be filed with the SEC. You may obtain free copies of these documents from INVH or SFR using the sources indicated above.

~~Item 9.01.Financial~~No ~~Statements~~Offer ~~and~~or ~~Exhibits.~~Solicitation

~~(d) Exhibits~~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.

ExhibitNo.		Description
10.1		Loan Agreement, dated as of September 29, 2017, between SWH 2017-1 Borrower, LP, as Borrower, and German American Capital Corporation, as Lender

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.

	COLONY STARWOOD HOMES
	STARWOOD WAYPOINT HOMES
Dated: September 29, 2017	By:	/s/ Ryan Berry
Dated: October 16, 2017	By:	/s/ Ryan Berry
	Name:	Ryan Berry
	Title:	Executive Vice President, General Counsel and Secretary

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