Colony Starwood Homes (NYSE:SFR) Files An 8-K Other Events

Colony Starwood Homes (NYSE:SFR) Files An 8-K Other Events

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Item 8.01.Other Events

In connection with the commencement of a continuous equity
offering under which Colony Starwood Homes (the Company) may sell
up to an aggregate of $300 million of its common shares of
beneficial interest, $0.01 par value per share (the Shares) from
time to time in at the market offerings (the Offering), on April
7, 2017, the Company filed with the Securities and Exchange
Commission (the SEC) a prospectus supplement (the Prospectus
Supplement). The Company may sell the Shares in amounts and at
times to be determined by the Company from time to time but has
no obligation to sell any of the Shares in the Offering. Actual
sales will depend on a variety of factors to be determined by the
Company from time to time, including (among others) market
conditions, the trading price of the Companys common shares,
capital needs and determinations by the Company of the
appropriate sources of funding for the Company.

The Offering will occur to an ATM Equity OfferingSM
Sales Agreement (the Agreement) entered into by the Company and
Colony Starwood Homes Partnership, L.P. with Merrill Lynch,
Pierce, Fenner Smith Incorporated, Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities
Inc., Goldman, Sachs Co., J.P. Morgan Securities LLC, Morgan
Stanley Co. LLC and Wells Fargo Securities, LLC, as agents and/or
principals for the offer and sale of the Shares (each,
individually, an Agent, and together, the Agents).

Sales of the Shares, if any, under the Agreement may be made in
transactions that are deemed to be at the market offerings as
defined in Rule 415 under the Securities Act of 1933, as amended,
including (1) by means of ordinary brokers transactions on the
New York Stock Exchange at market prices prevailing at the time
of sale, in negotiated transactions or as otherwise agreed by the
Company, the applicable Agent and the applicable investor, (2) to
or through any market maker or (3) on or through any other
national securities exchange or facility thereof, trading
facility of a securities association or national securities
exchange, alternative trading system, electronic communication
network or other similar market venue. The Offering of the Shares
to the Agreement will terminate upon the earlier of (1) the sale
of Shares subject to the Agreement having an aggregate gross
sales price of $300 million and (2) the termination of the
Agreement by the Company or by the Agents. In addition, the
Company or any of the Agents may at any time suspend the offering
or terminate the Agreement to the terms of the Agreement.

The Agreement provides that an Agent will be entitled to
compensation that will not exceed, but may be lower than, 2.0% of
the gross sales price of any of the Shares sold through it as
Agent. Under the terms of the Agreement, the Company may also
sell Shares to each of the Agents, as principal, at a price
agreed upon at the time of sale. If the Company sells Shares to
any Agent as principal, it will enter into a separate terms
agreement with the Agent, setting forth the terms of such
transaction.

The Shares will be issued to the Prospectus Supplement and the
Companys shelf registration statement on Form S-3 (File No.
333-214062), which was filed with the SEC, and became effective
on, October 11, 2016. This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to
buy any security nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state.

The Agreement is filed as Exhibit 1.1 to this Current Report. The
description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the Agreement filed
as an exhibit to this Current Report on Form 8-K and incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

1.1

ATM Equity OfferingSM Sales Agreement, dated
April 7, 2017, among Colony Starwood Homes, Colony
Starwood Homes Partnership, L.P., Merrill Lynch, Pierce,
Fenner Smith Incorporated, Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc., Goldman, Sachs Co., J.P. Morgan
Securities LLC, Morgan Stanley Co. LLC and Wells Fargo
Securities, LLC

5.1

Opinion of Venable LLP

23.1

Consent of Venable LLP (included in Exhibit 5.1)


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.

Colony Starwood Homes (NYSE:SFR) Recent Trading Information

Colony Starwood Homes (NYSE:SFR) closed its last trading session up +0.01 at 34.93 with 982,701 shares trading hands.

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