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

Item 1.01

On June 9, 2017, Colony Starwood Homes (the Company) completed
its registered underwritten public offering of 23,033,187 shares,
$0.01 par value per share (Common Shares), to an underwriting
agreement dated June 5, 2017 (the Underwriting Agreement) by and
among the Company, Colony Starwood Homes Partnership, L.P. (the
Operating Partnership), the selling shareholders named therein
(the Selling Shareholders) and Merrill Lynch, Pierce, Fenner
Smith, Inc. as the sole underwriter for the offering (the
Underwriter). The Company sold 11,600,000 Common Shares and the
Selling Shareholders sold 11,433,187 Common Shares. The Company
has granted the Underwriter a 30-day option to purchase up to an
additional 3,454,978 Common Shares from the Company.

The offering was made to a registration statement on Form S-3
(File No. 333-214062) filed with the Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as
amended (the Act), on October 11, 2016, a base prospectus dated
October 11, 2016, a preliminary prospectus supplement dated June
5, 2017 filed with the Commission to Rule 424(b)(5) under the Act
and a prospectus supplement dated June 5, 2017 (the Prospectus
Supplement) filed with the Commission to Rule 424(b)(5) under the
Act.

The resulting net proceeds to the Company from the offering were
approximately $401.7 million, after deducting estimated expenses
payable by the Company. The Company intends to contribute the net
proceeds from the offering to the Operating Partnership in
exchange for units of the Operating Partnership. The Operating
Partnership intends to use the net proceeds from the offering to
fund a portion of its previously announced pending acquisition of
a portfolio of 3,106 single-family rental homes from Waypoint/GI
Venture, LLC, to repay certain of the Companys existing
indebtedness and for general corporate purposes. The Company will
not receive any of the proceeds from the sale of its Common
Shares by the Selling Shareholders.

to the terms of the Underwriting Agreement, the Company and its
trustees and executive officers and the Selling Shareholders
agreed not to sell or transfer any Common Shares held by them for
45 days after June 5, 2017 without first obtaining the written
consent of the Underwriter, subject to certain exceptions as
described in the Prospectus Supplement.

A copy of the opinion of Venable LLP relating to the validity of
the Common Shares sold in the offering is filed as Exhibit 5.1 to
this Current Report on Form 8-K and is incorporated herein by
reference. A copy of the Underwriting Agreement is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The description of the
Underwriting Agreement in this Current Report on Form 8-K is a
summary and is qualified in its entirety by the terms of the
Underwriting Agreement attached hereto as Exhibit 1.1.

Item 9.01 Financial Statements and Exhibits.

About Colony Starwood Homes (NYSE:SFR)

Colony Starwood Homes, formerly Starwood Waypoint Residential Trust, is a real estate investment trust (REIT). The Company operates through two segments: single-family rental (SFRs), which includes the business activities associated with its investments in residential properties, and non-performing residential mortgage loans (NPLs), which includes the business activities associated with its investments in NPLs. The Company identifies and pursues individual home acquisition opportunities through various sources, including multiple listing services (MLS) listings, foreclosure auctions and short sales. The Company’s portfolio includes approximately 34,670 owned homes and homes underlying NPLs. Its homes are located in South Florida, Atlanta, Houston, Tampa, Dallas, Denver, Chicago, Orlando, Southern California, Northern California, Phoenix and Las Vegas. Colony Starwood Partnership, L.P. is a limited partnership through which the Company conducts substantially all of its business.