Starwood Waypoint Homes (NYSE:SFR) (“SFR” or the “Company”)
today announced that it will hold a special meeting of its
shareholders (the “Special Meeting”) on Tuesday, November 14, 2017
starting at 8:00 a.m., Central Time, at 2021 McKinney Avenue, Suite
2000, Dallas, Texas 75201.
The record date for determining those shareholders entitled to
vote at the Special Meeting has been set as the close of business
on October 13, 2017. At the Special Meeting, SFR’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. (“INVH”) pursuant to the Agreement and Plan of Merger,
dated as of August 9, 2017, by and among SFR, INVH and the other
entities party thereto.
About Starwood Waypoint Homes
Starwood Waypoint Homes is one of the largest publicly traded
owners and operators of single-family rental homes in the United
States. Starwood Waypoint Homes acquires, renovates, leases,
maintains and manages single-family homes in markets that exhibit
favorable demographics and long-term economic trends, as well as
strengthening demand for rental properties.
Forward-Looking Statements
The 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;
(ix) the potential liability for the failure to meet regulatory
requirements, including the maintenance of real estate investment
trust status; (x) availability of financing and capital; (xi) risks
associated with achieving expected revenue synergies or cost
savings; (xii) risks associated with the companies’ ability to
consummate the merger and the timing of the closing of the merger;
(xiii) the outcome of claims and litigation involving or affecting
either company; (xiv) applicable regulatory changes; and (xv) those
additional risks and factors discussed in reports and registration
statements filed with the Securities and Exchange Commission (the
“SEC”) by the Company and INVH from time to time, including those
discussed under the heading “Risk Factors” in their respective most
recently filed reports on Forms 10-K and 10-Q. Neither the Company
nor INVH, except as required by law, undertakes any duty to update
any forward-looking statements appearing in this document, whether
as a result of new information, future events or otherwise. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
Additional Information about the Proposed Transaction and
Where to Find It
This communication relates to the proposed merger between SFR
and INVH.
In connection with the proposed merger, INVH has filed with the
SEC a registration statement on Form S-4 (File No. 333-220543) that
includes a joint proxy statement of SFR and information statement
of INVH that also constitutes a prospectus, which joint proxy
statement/information statement and prospectus will be first mailed
or otherwise disseminated to INVH stockholders and SFR shareholders
beginning on October 16, 2017. INVH and SFR have each filed a joint
proxy statement/information statement and prospectus and also plan
to file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/INFORMATION STATEMENT AND PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the joint
proxy statement/information statement and prospectus and other
relevant documents (if and when they become available) filed by
INVH and SFR with the SEC at the SEC’s website at www.sec.gov.
Copies of the documents filed by INVH with the SEC will be
available free of charge on INVH’s website at
www.invitiationhomes.com or by emailing INVH Investor Relations at
ir@invitationhomes.com or at 844-456-4684. Copies of the documents
filed by SFR with the SEC will be available free of charge on SFR’s
website at www.starwoodwaypoint.com or by contacting SFR Investor
Relations at ir@colonystarwood.com or at 480-800-3490.
Certain Information Regarding Participants in the
Solicitation
INVH 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 solicitation of
proxies in respect of the proposed merger between SFR and INVH. 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 Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2017 and its Current Reports of Form 8-K
filed with the SEC on February 6, 2017, March 20, 2017, June 29,
2017, August 14, 2017 and September 19, 2017. You can find
information about SFR’s executive officers and trustees in SFR’s
Annual Report on Form 10-K for the year ended December 31, 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 included in the 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.
No Offer or Solicitation
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20171017005563/en/
Starwood Waypoint HomesInvestor
Relations480-800-3490IR@colonystarwood.comorMedia
RelationsJason Chudoba,
646-277-1249Jason.chudoba@icrinc.com
Starwood Waypoint Homes (NYSE:SFR)
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