Silver Bay Realty Trust Corp. (NYSE:SBY) Files An 8-K Entry into a Material Definitive Agreement

Silver Bay Realty Trust Corp. (NYSE:SBY) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On February27, 2017, Silver Bay Realty Trust Corp., a Maryland
corporation, (the Company), Silver Bay Management LLC, a Delaware
limited liability company (Company GP), and Silver Bay Operating
Partnership L.P., a Delaware limited partnership (Company LP and
together with the Company and Company GP, the Company Parties),
entered into a definitive Agreement and Plan of Merger (the
Merger Agreement) with Tricon Capital GroupInc., a company
incorporated under the laws of the Province of Ontario (Ultimate
Parent), TAH Acquisition Holdings LLC, a Delaware limited
liability company (Parent), and TAH Acquisition LP, a Delaware
limited partnership (Parent LP and, together with Ultimate Parent
and Parent, the Parent Parties). Under the Merger Agreement, the
Company will merge with and into Parent, with Parent being the
surviving entity (the Merger). The board of directors of the
Company has unanimously approved the Merger Agreement, the Merger
and the other transactions contemplated by the Merger Agreement.

to the terms and subject to the conditions set forth in the
Merger Agreement, at the effective time of the Merger, each
outstanding share of Company common stock, par value $0.01 per
share (other than shares held by any Parent Party or any
subsidiary thereof or any wholly-owned subsidiary of the
Company), will be converted into the right to receive an amount
in cash equal to $21.50, without interest (as the same may be
adjusted, the Merger Consideration), subject to any applicable
withholding tax, and each outstanding share of Company 10%
cumulative redeemable preferred stock (Company Preferred Stock),
par value $0.01 per share, will be converted into the right to
receive an amount in cash equal to $1,000 per share, plus an
amount equal to all dividends accrued and unpaid on such share of
Company Preferred Stock immediately prior to the Merger effective
time, without interest, subject to applicable withholding tax.
The Merger Agreement also provides for the merger of Parent LP
with and into Company LP, with Company LP being the surviving
entity (the Partnership Merger).

In the Merger, the Parent Parties will not assume any unvested
awards of Company common stock (the Company Restricted Stock
Awards). At the Merger effective time, any issuance and
forfeiture conditions, or other restrictions, on any shares of
Company common stock subject to company restricted stock awards
will be deemedsatisfied in full, contingent upon the closing of
the Merger, and such shares of Company common stock will be
entitled to receive the Merger Consideration. In addition, the
Parent Parties will not assume any performance restricted stock
units that are subject to performance based vesting criteria
representing the right to receive Company common stock (the
Company PSUs), which include the aggregate restricted stock units
granted as dividend equivalents that are subject to the same
vesting conditions as the Company PSUs (the Company DER Units).
to the Merger Agreement, at the Merger effective time, each
outstanding Company PSU will vest in accordance with the terms
thereof (including all Company DER Units subject to the same
vesting provisions as the Company PSUs) and become a right to
receive an amount in cash, without interest and subject to any
applicable withholding tax, equal to the product obtained by
multiplying (i)the number of shares of Company common stock
subject to such Company PSU as of immediately prior to the Merger
effective time, after taking into account the vesting in
connection with the Merger, by (ii)the Merger Consideration. To
the extent the performance period relating to any such Company
PSU has not expired as of the Merger effective time and the grant
date of the Company PSU occurred less than 18 months prior to the
Merger effective time, the number of shares of Company common
stock in clause (i)above will be determined as if the total
stockholder return applicable to such Company PSU was achieved at
the target level of performance. To the extent the performance
period relating to any such Company PSU has not expired as of the
Merger effective time and the grant date of the Company PSU
occurred 18 months or more prior to the Merger effective time,
the number of shares of Company common stock in clause (i)will be
determined as if the total stockholder return applicable to such
Company PSU was achieved at the maximum level of performance. To
the extent the performance period relating to any such Company
PSU has expired as of the Merger effective time, the number of
shares of Company common stock in clause (i)will be determined
based on the actual achievement of all total stockholder return
targets applicable to such Company PSU through the Merger
effective time. Each such Company PSU will, as of immediately
prior to the Merger effective time, no longer be subject to any
issuance and forfeiture conditions, or other restrictions, and
such holders will be entitled to receive the Merger
Consideration.

The Merger Agreement contains various customary representations,
warranties and covenants, including, among others, covenants with
respect to the conduct of the Companys business prior to the
closing.

The completion of the Merger and the Partnership Merger is
subject to customary conditions, including, among others:
(i)approval by a majority of the Companys stockholders; (ii)the
absence of a material adverse effect on the Company; (iii)the
receipt of a tax opinion relating to REIT status of the Company
and (iv)the absence of any order, action or law by a

governmental authority preventing, prohibiting, enjoining or
making illegal the consummation of the Merger and the
Partnership Merger.

The Company has also agreed not to (i)solicit proposals
relating to certain alternative transactions, (ii)engage in
discussions or negotiations or provide non-public information
in connection with any proposal for an alternative transaction
from a third party, or (iii)enter into any letter of intent,
agreement in principle, merger agreement or other similar
agreement with a third party providing for a proposal for an
alternative transaction, subject to certain exceptions to
permit the Companys board of directors to comply with its
fiduciary duties. Notwithstanding these no-shop restrictions,
prior to obtaining the Company stockholder approval, under
specified circumstances the Companys board of directors may
change its recommendation and terminate the Merger Agreement to
accept a superior proposal upon payment of the termination fee
described below.

The Merger Agreement may be terminated under certain
circumstances, including by either party if the Merger and the
Partnership Merger have not been consummated on or before
July27, 2017, if a final and non-appealable order is issued by
any governmental authority enjoining or otherwise prohibiting
the Merger or the Partnership Merger, or upon a material
uncured breach by the other party that would cause certain of
the closing conditions not to be satisfied. The Merger
Agreement provides that, in connection with the termination of
the Merger Agreement under specified circumstances, the Company
may be required to pay to Ultimate Parent a termination fee of
$24.5 million, and Parent may be required to pay the Company a
termination fee of $62.5 million.

A copy of the Merger Agreement is attached hereto as Exhibit2.1
and is incorporated herein by reference. The foregoing
description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Merger Agreement. The Merger Agreement has
been attached to provide investors with information regarding
its terms. It is not intended to provide any other factual
information about the Company Parties or the Parent Parties. In
particular, the assertions embodied in the representations and
warranties in the Merger Agreement were made as of a specified
date, and in the case of the Company Parties, are modified or
qualified by information in the confidential disclosure letter
provided by the Company Parties to the Parent Parties in
connection with the signing of the Merger Agreement, and, in
each case, may be subject to a contractual standard of
materiality different from what might be viewed as material to
stockholders, or may have been used for the purpose of
allocating risk between the parties. Accordingly, the
representations and warranties in the Merger Agreement are not
necessarily characterizations of the actual state of facts
about the Company Parties or the Parent Parties at the time
they were made or otherwise, and should only be read in
conjunction with the other information that the Company makes
publicly available in reports, statements and other documents
filed with the Securities and Exchange Commission (SEC).

In connection with the execution of the Merger Agreement,
Ultimate Parent has entered into a form of support agreement
(the Support Agreement) with Irvin R. Kessler, Thomas Brock,
Tanuja M. Denhe, Thomas E. Siering, W. Reid Sanders, Stephen G.
Kasnet, Daryl J. Carter, Mark Weld and Lawrence B. Shapiro, in
each case in their capacity as a stockholder of the Company and
a holder of limited partnership interests of the Company LP, to
the extent applicable (and not in any other capacity). The
Support Agreement provides that the signatory stockholders
thereto will generally vote their shares of Company common
stock or Company OP Common Units in favor of the adoption of
the Merger or any other transactions contemplated by the Merger
Agreement. The Support Agreement terminates automatically with
respect to each signatory on the earliest of (i)the Merger
effective time (in the case of shares of Company common stock)
or Partnership Merger effective time (in the case of Company OP
Common Units), as the case may be, (ii)the valid termination of
the Merger Agreement in accordance with its terms and (iii)the
mutual written consent of Ultimate Parent and such signatory
stockholder.

Amendment to Revolving Credit Agreement

On February22, 2017, the Company entered into that certain
Second Amendment (the Second Amendment) to the Amended and
Restated Revolving Credit Agreement (the Revolving Credit
Agreement), among certain subsidiaries of the Company as
borrowers, Company LP, as master property manager, SB Financing
Trust Owner LLC, as representative of the borrowers, Bank of
America, National Association, as joint lead arranger, lender
and agent for the lenders and JPMorgan Chase Bank, National
Association, as joint lead arranger and lender, and
acknowledged and accepted by the Company, SB Financing Trust
and Company LP as guarantors. The Second Amendment delays until
August18, 2017 the requirement to use net proceeds from
operations of the properties encumbered under the Revolving
Credit Agreement to pay down the outstanding principal amount
of advances. The Second Amendment also contains
acknowledgements regarding the mechanics for the voluntary
prepayment in full of the obligations under the Revolving
Credit Agreement and the reduction of the aggregate commitments
of the lenders concurrently with (and in a like amount to)
payments of outstanding advances.

Approval of Additional Compensation for Certain
Directors

On February27, 2017, the Companys Board of Directors, based on
recommendations made by the Compensation Committee of the
Companys Board of Directors, approved a payment of $30,000 to
each of the following directors in recognition for their
services as independent directors in connection with the
additional meetings attended related to, and additional time
spent reviewing the terms of, the transaction described above
and other matters: (i)Daryl J. Carter; (ii)Tanuja M. Dehne;
(iii)Stephen G. Kasnet; (iv)W. Reid Sanders; and (v)Mark Weld.

Item 2.02 Results of Operations and Financial
Condition

On February27, 2017, the Company issued a press release which
included an announcement of its financial results for the
fiscal quarter and year ended December31, 2016. A copy of the
press release is attached hereto as Exhibit99.1 and is
incorporated herein by reference.

The information in this Item 2.02 and on pages2 through 24 of
Exhibit99.1 attached hereto, is furnished to Item 2.02 of
Form8-K and shall not be deemed to be filed for any other
purpose, including for purposes of Section18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Item 2.02
and on pages2 through 24 of Exhibit99.1 attached hereto, shall
not be deemed incorporated by reference into any filing of the
registrant under the Securities Act of 1933 or the Exchange
Act, whether made before or after the date hereof, regardless
of any general incorporation language in such filings (unless
the registrant specifically states that the information or
exhibit in this particular Current Report is incorporated by
reference).

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Amendment to Outstanding Performance-Based Restricted Stock
Unit Award Agreements

On February26, 2017, the Compensation Committee of the Companys
Board of Directors approved an amendment to the outstanding
Performance-Based Restricted Stock Unit Award Agreements
evidencing the awards granted to each of Lawrence B. Shapiro,
Griffin P. Wetmore and Daniel J. Buechler effective as of
February12, 2015 (the February2015 PSU Agreements). The
amendment provides that contingent upon, and effective as of
the closing of the Merger, the performance-based restricted
stock units (the Company PSUs) subject to the February2015 PSU
Agreements will vest as follows: (i) to the extent the
performance period applicable to the PSUs has not expired as of
the Merger effective time and the grant date was less than 18
months prior to the Merger effective time, then the Company
PSUs will vest as if the total stockholder return applicable to
the Company PSUs was achieved at the target level of
performance; (ii)to the extent the performance period
applicable to the Company PSUs has not expired as of the Merger
effective time and the grant date was 18 months or more prior
to the Merger effective time, then the Company PSUs will vest
as if the total stockholder return applicable to the Company
PSUs was achieved at the maximum level of performance; and
(iii)to the extent the performance period applicable to the
Company PSUs has expired as of the Merger effective time, then
the Company PSUs will vest based on actual achievement of all
total stockholder return targets applicable to the Company
PSUs.

Item 8.01. Other Events.

On February27, 2017, the Company issued a press release
announcing the transactions described above, a copy of which is
attached hereto as Exhibit99.1.

Item 9.01 Financial Statements and
Exhibits

(d)Exhibits.

ItemNo.

Description

2.1

Agreement and Plan of Merger, dated as of February27,
2017, by and among Tricon Capital GroupInc., TAH
Acquisition Holdings LLC, TAH Acquisition LP, Silver Bay
Realty Trust Corp., Silver Bay Management LLC and Silver
Bay Operating Partnership L.P. (Schedules and exhibits
have been omitted to Item 601(b)(2)of Regulation S-K. The
Company agrees to furnish supplementally a copy of any
omitted schedule to the Securities and Exchange
Commission upon request.)

99.1

Press Release dated February27, 2017

Additional Information and Where to Find It

This Current Report on Form8-K may be deemed to be solicitation
material in respect of the proposed Merger. The Company expects
to file with the Securities and Exchange Commission (SEC) and
furnish to its stockholders a proxy statement and other
relevant documents. BEFORE MAKING ANY VOTING DECISION, THE
COMPANYS STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE
PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER.

The Companys stockholders will be able to obtain a free copy of
the proxy statement (if and when available) and other relevant
documents filed by the Company with the SEC at the SECs website
at www.sec.gov. In addition, the Companys stockholders may
obtain a free copy of the proxy statement, when available, and
other relevant documents from the Companys website at
www.silverbayrealtytrustcorp.com or by contacting the Companys
investor relations representatives by telephone at (952)
358-4400 or via email at investors@silverbaymgmt.com.

Participation in the Solicitation

The Company and its directors, executive officers and certain
other members of management and employees of the Company may be
deemed to be participants in the solicitation of proxies from
the Companys stockholders in connection with the transaction.
Information regarding the interests of the persons who may,
under the rulesof the SEC, be considered participants in the
solicitation of the Companys stockholders in connection with
the Merger, which may be different than those of the Companys
stockholders generally, will be set forth in the proxy
statement and the other relevant documents to be filed with the
SEC. Company stockholders can find information about the
Company and its directors and executive officers and their
ownership of the Companys common stock in the Companys annual
report on Form10-K for the fiscal year ended December31, 2015
which was filed with the SEC on February26, 2016, and in its
definitive proxy statement for its most recent annual meeting
of stockholders, which was filed with the SEC on April4, 2016,
and in Forms 4 of directors and executive officers filed with
the SEC. Additional information regarding the interests of such
individuals in the transaction will be included in the proxy
statement relating to the transaction when it is filed with the
SEC. These documents may be obtained free of charge from the
SECs website at www.sec.gov and the Companys website at
www.silverbayrealtytrustcorp.com or by contacting the Companys
investor relations representatives by telephone at (952)
358-4400 or via email at investors@silverbaymgmt.com.

Disclosure Regarding Forward-Looking
Statements

Certain statements made in this current report on Form8-K, and
other written or oral statements made by or on behalf of the
Company, may constitute forward-looking statements within the
meaning of the federal securities laws. In addition, the
Company, or the executive officers on the Companys behalf, may
from time to time make forward-looking statements in reports
and other documents the Company files with the SEC or in
connection with oral statements made to the press, potential
investors or others. Statements regarding future events and
developments and the Companys future performance, as well as
managements expectations, beliefs, projections, future plans
and strategies, anticipated events or trends and similar
expressions concerning matters that are not historical facts
are forward-looking statements within the meaning of these
laws. Forward-looking statements include statements preceded
by, followed by or that include the words may, will, should,
expects, intends, plans, anticipates, believes, estimates,
predicts, or potential or similar expressions. These statements
are based on beliefs and assumptions of the Companys
management, which in turn are based on currently available
information. Important assumptions relating to the
forward-looking statements include, among others, assumptions
regarding the timeline for closing the transactions
contemplated in the Merger Agreement, the market for the
Companys single-family homes, demand in the real estate market
in which it operates, competitive conditions and general
economic conditions. These assumptions could prove inaccurate.
The forward-looking statements also involve risks and
uncertainties, which could cause actual results to differ
materially from those contained in any forward-looking
statement. Many of these factors are beyond the Companys
ability to control or predict. Such factors include, but are
not limited to, the following:

The occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement;

The inability to complete the proposed transaction due to the
failure to obtain Company stockholder for the proposed Merger
or the failure to satisfy other conditions of the proposed
transaction within the proposed timeframe or at all;

Disruption in key business activities or any impact on the
Companys relationships with third parties, including vendors
and residents, as a result of the announcement of the proposed
Merger;

The inability of the Parent Parties to obtain adequate
financing to complete the proposed Merger and the Partnership
Merger;

The failure of the proposed Merger to close for any reason;

Risks related to disruption of managements attention from the
Companys ongoing business operations due to the transaction;

The outcome of any legal proceedings, regulatory proceedings or
enforcement matters that may be instituted against the Company
and others relating to the Merger Agreement;

The risk that the pendency of the proposed transaction disrupts
current plans and operations and the potential difficulties in
employee retention as a result of the pendency of the proposed
Merger;

The amount of the costs, fees, expenses and charges related to
the proposed Merger;

Real estate appreciation or depreciation in the Companys
markets and the supply of single-family homes in the Companys
markets;

General economic conditions in our markets, such as changes in
employment and household earnings and expenses or the reversal
of population, employment, or homeownership trends in our
markets that could affect the demand for rental housing;

Uncertainties associated with the global capital markets,
including the continued availability of traditional sources of
capital and liquidity and related factors;

The Companys ability to continue to qualify as a REIT under the
Internal Revenue Code;

The Company LPs ability to continue to be treated as a
partnership under the Internal Revenue Code;

The effects of changes in accounting policies and other
regulatory matters detailed in the Companys filings with the
Securities and Exchange Commission; and

Other factors, including the risk factors discussed in Item 1A
of the Companys Form10-K.

Management believes these forward-looking statements are
reasonable; however, undue reliance should not be placed on any
forward-looking statements, which are based on current
expectations. Further, forward-looking statements speak only as
of the date they are made, and management undertakes no
obligation to update publicly any of them in light of new
information or future events.

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.

SILVER BAY REALTY TRUST CORP.

By:

/s/ Daniel J. Buechler

Daniel J. Buechler

General Counsel and Secretary

Date: February27, 2017

ExhibitIndex

ItemNo.

Description

2.1

Agreement and Plan of Merger, dated as of February27,
2017, by and among Tricon Capital GroupInc., TAH
Acquisition Holdings LLC, TAH Acquisition LP, Silver Bay
Realty Trust Corp., Silver Bay Management LLC and Silver
Bay Operating Partnership L.P. (Schedules and exhibits
have been omitted


About Silver Bay Realty Trust Corp. (NYSE:SBY)

Silver Bay Realty Trust Corp. is an internally managed real estate investment trust. The Company is focused on the acquisition, renovation, leasing and management of single-family properties in certain markets in the United States. The Company owns approximately 9,020 single-family properties in Arizona, California, Florida, Georgia, Nevada, North Carolina, Ohio, South Carolina and Texas. The Company conducts its business and owns its properties through Silver Bay Operating Partnership L.P. (the Operating Partnership). The Company’s properties are located in various markets, such as Atlanta, Phoenix, Tampa, Dallas, Orlando, Jacksonville, Las Vegas, Tucson, Southeast Florida, Northern California and Southern California. The Southeast Florida market consists of Miami-Dade, Broward and Palm Beach counties. The Northern California market consists of Contra Costa, Napa and Solano counties. The Southern California market consists of Riverside and San Bernardino counties.

Silver Bay Realty Trust Corp. (NYSE:SBY) Recent Trading Information

Silver Bay Realty Trust Corp. (NYSE:SBY) closed its last trading session up +0.16 at 18.17 with 322,557 shares trading hands.

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