Colony Starwood Homes (NASDAQ:SFR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.Entry into a Material Definitive Agreement.

On January 10, 2017, in connection with a previously announced
private offering, Colony Starwood Homes (the Company) issued
$300.0 million aggregate principal amount of the Companys 3.50%
Convertible Senior Notes due 2022 (the Convertible Senior
Notes).The Convertible Senior Notes were issued to an Indenture,
dated as of January 10, 2017 (the Indenture), between the Company
and Wilmington Trust, National Association, as trustee (the
Trustee).The Company has granted the Initial Purchasers (as
defined below) a 30-day option to purchase up to an additional
$45.0 million aggregate principal amount of the Convertible
Senior Notes.

The sale of the Convertible Senior Notes generated gross proceeds
of $300.0 million and net proceeds of approximately $ 292.1
million, after deducting the Initial Purchasers discounts and
estimated offering expenses payable by the Company.The net
proceeds from the offering are to be used to repurchase, in
privately negotiated transactions, certain of the Companys 4.50%
Convertible Senior Notes due 2017, to repay a portion of the
borrowings outstanding under its credit facilities, to fund
potential future acquisitions and for general corporate purposes.

Interest on the Convertible Senior Notes will be payable
semiannually in arrears on January 15 and July 15 of each year,
beginning on July 15, 2017. The Convertible Senior Notes will
mature on January 15, 2022.

Holders may convert Convertible Senior Notes at their option at
any time prior to the close of business on the business day
immediately preceding July 15, 2021, only under the following
circumstances: (1) during any calendar quarter commencing after
the calendar quarter ending on March 31, 2017 (and only during
such calendar quarter), if the last reported sale price of the
Companys common shares of beneficial interest (Common Shares) for
each of at least 20 trading days (whether or not consecutive)
during a period of 30 consecutive trading days ending on, and
including, the last trading day of the immediately preceding
calendar quarter is greater than or equal to 130% of the
conversion price for the Convertible Senior Notes on such trading
day; (2) during the five business day period after any 10
consecutive trading day period, or the measurement period, in
which the trading price (as defined in the Indenture) per $1,000
principal amount of the Convertible Senior Notes for each trading
day of the measurement period was less than 98% of the product of
the last reported sale price of Common Shares and the conversion
rate for the Convertible Senior Notes on such trading day; (3) if
the Company calls any or all of the Convertible Senior Notes for
redemption, at any time prior to the close of business on the
scheduled trading day immediately preceding the redemption date;
or (4) upon the occurrence of specified events described in the
Indenture. On or after July 15, 2021, until the close of business
on the second scheduled trading day immediately preceding the
maturity date of the Convertible Senior Notes, holders may
convert all or any portion of the Convertible Senior Notes at any
time, regardless of the foregoing circumstances. Upon conversion,
the Company will pay or deliver, as the case may be, cash, Common
Shares or a combination of cash and Common Shares, at the
Companys election, as described in the Indenture.

The conversion rate applicable to the Convertible Senior Notes
will initially be 27.1186 Common Shares per $1,000 principal
amount of Convertible Senior Notes (equivalent to an initial
conversion price of approximately $36.88 per Common Share). The
conversion rate for the Convertible Senior Notes will be subject
to adjustment in some events but will not be adjusted for any
accrued and unpaid interest. In addition, following certain
events that occur prior to the maturity date, the Company will
increase the conversion rate for a holder who elects to convert
its Convertible Senior Notes in connection with such an event in
certain circumstances.

The Company may not redeem the Convertible Senior Notes prior to
the maturity date except to the extent necessary to preserve the
Companys status as a real estate investment trust for U.S.
federal income tax purposes, as further described in the
Indenture. No sinking fund is provided for the Convertible Senior
Notes.

If the Company undergoes a fundamental change, holders may
require the Company to repurchase for cash all or any portion of
their Convertible Senior Notes at a fundamental change repurchase
price equal to 50% of the principal amount of the Convertible
Senior Notes to be repurchased, plus accrued and unpaid interest
to, but excluding, the fundamental change repurchase date.

The Indenture contains customary terms and covenants and events
of default. If an event of default (as defined therein) occurs
and is continuing, the Trustee by notice to the Company, or the
holders of at least 25% in aggregate principal amount of the
outstanding Convertible Senior Notes, by notice to the Company
and the Trustee, may, and the Trustee at the request of such
holders shall, declare 50% of the principal of and accrued and
unpaid interest on all the Convertible Senior Notes to be due and
payable. However, in the case of an event of default

arising out of certain events of bankruptcy, insolvency or
reorganization with respect to the Company (as set forth in the
Indenture), 50% of the principal of and accrued and unpaid
interest on the Convertible Senior Notes will automatically
become due and payable.

The Company offered and sold the Convertible Senior Notes to
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan
Stanley Co. LLC and Merrill Lynch, Pierce, Fenner Smith
Incorporated, as initial purchasers (collectively, the Initial
Purchasers), to a purchase agreement, dated January 4, 2017,
among the Company, Colony Starwood Homes Partnership, L.P. and
the Initial Purchasers.The offering and sale of the Convertible
Senior Notes were made by the Company to the Initial Purchasers
in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended (the
Securities Act), and resales of the Convertible Senior Notes were
made by the Initial Purchasers to persons reasonably believed to
be qualified institutional buyers (as defined in the Securities
Act) to the exemption from registration provided by Rule 144A
under the Securities Act.

The foregoing description of the Indenture and the Convertible
Senior Notes does not purport to be complete and is qualified in
its entirety by reference to the full text of the Indenture
(including the form of the Convertible Senior Notes), filed as an
exhibit hereto and incorporated by reference herein.

Neither the Convertible Senior Notes nor the Common Shares that
may be issued upon conversion thereof will be registered under
the Securities Act. Neither the Convertible Senior Notes nor the
Common Shares that may be issued upon conversion thereof may be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act. This Current Report on Form 8-K does not
constitute an offer to sell, or a solicitation of an offer to
buy, any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or
sale would be unlawful.

The information set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated by reference herein.

Item 3.02.Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated by reference herein.

Item 8.01.Other Events.

On January 10, 2017, we entered into an interest rate swap
contract on approximately $550 million of variable-rate financing
for approximately five years. This swap contract effectively
converts approximately $550 million of the Companys existing
floating rate financing with a weighted-average interest rate of
LIBOR plus 1.86% to a fixed interest rate of 3.59% for
approximately five years.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits