8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K/A

(Amendment No. 1)

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2015

Silver Bay Realty Trust Corp.

(Exact name of registrant as specified in its charter)

Maryland	001-35760	90-0867250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3300 Fernbrook Lane North, Suite 210

Plymouth, MN 55447

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:   (952) 358-4400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Explanatory Note

This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K, as filed on April 1, 2015 by Silver Bay Realty Trust Corp. (the "Company"), to include historical financial statements and unaudited pro forma financial information required to be filed by Item 9.01(a) and (b), for the Company's acquisition of approximately 2,460 homes from The American Home Real Estate Investment Trust, Inc.

Item 9.01 Financial Statements and Exhibits

(a)    Financial Statement of Property Acquired - The American Home Portfolio

The following Statement of Revenue and Certain Direct Operating Expenses are set forth in Exhibit 99.1 which are attached hereto and incorporated by reference.

(1) Independent Auditors' Report.

(2) Statement of Revenue and Certain Direct Operating Expenses for the year ended December 31, 2014.

(3) Notes to the Statement of Revenue and Certain Direct Operating Expenses.

(b)    Pro Forma Financial Information

The following pro forma financial statements are set forth in Exhibit 99.2 which are attached and incorporated herein by reference.

(1) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2014.

(2) Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet.

(3) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2014.

(4) Notes to Unaudited Proforma Condensed Consolidated Statement of Operations.

(c)    Not applicable.

(d)    Exhibits

23.1    Consent of Ernst & Young LLP

99.1    Financial Statements of Property Acquired - The American Home Portfolio

99.2    Unaudited Pro Forma Financial Information

2

SIGNATURES

Pursuant 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/ Christine Battist
		Christine Battist
		Chief Financial Officer and Treasurer
Date: May 1, 2015

3

EXHIBIT INDEX

Exhibit NumberDescription______________________________________________________________________

23.1 Consent of Ernst & Young LLP

99.1 Financial Statement of Property Acquired - The American Home Portfolio

99.2 Unaudited Pro Forma Financial Information

4

EX-23.1

Exhibit 23.1

Consent of Independent Auditor's

We consent to incorporation by reference in the Registration Statement No. 333-185504 on Form S-8 of Silver Bay Realty Trust Corp. of our report datedMay 1, 2015with respect to the statement of revenue and certain direct operating expenses of TheAmerican Home Portfolio for the year ended December 31, 2014 appearing in Silver Bay Realty Trust Corp.'s Current Report on Form 8-K dated May 1, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Minneapolis, MN

May 1, 2015

5

EX-99.1

Exhibit 99.1

Independent Auditor's Report

To the Board of Directors and Stockholders

of Silver Bay Realty Trust Corp.

We have audited the accompanying statement of revenue and certain direct operating expenses of The American Home Portfolio for the year ended December 31, 2014, and the related notes to the financial statement.

Management's Responsibility for the Financial Statement

Management is responsible for the preparation and fair presentation of the financial statement in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the statement of revenue and certain direct operating expenses referred to above presents fairly, in all material respects, the revenue and certain direct operating expenses described in Note 1 to the financial statement of The American Home Portfolio for the year ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

Basis of Accounting

As described in Note 1 to the financial statement, the statement of revenue and certain direct operating expenses has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, and is not intended to be a complete presentation of The American Home Portfolio's revenues and expenses. Our opinion is not modified with respect to this matter.

/s/ Ernst & Young LLP

Minneapolis, MN

May 1, 2015

6

The American Home Portfolio

Statement of Revenue and Certain Direct Operating Expenses

Year Ended December 31, 2014

(amounts in thousands)

Revenue:
Rental income	$	23,216
Other income	722
Total revenue	23,938
Operating expenses:
Property operating and maintenance	8,862
Real estate taxes	3,147
Homeowners' association fees	278
Property management	2,885
Total operating expenses	15,172
Revenues in excess of direct operating expenses	$	8,766

See accompanying notes.

7

The American Home Portfolio

Notes to Statement of Revenue and Certain Direct Operating Expenses

1. Business

On April 1, 2015, Silver Bay Realty Trust Corp. (the “Company”) completed the acquisition of the portfolio of properties (the “Portfolio”) from The American Home Real Estate Investment Trust (“Seller”), a Maryland corporation. The Company acquired 2,373 properties in the transaction (the “Acquired Properties”) and has an additional 89 properties under contract with Seller to acquire at subsequent closings. The homes are primarily located in Atlanta, GA, Charlotte, NC, Tampa, FL, and Orlando, FL. The Company intends to acquire all of the remaining homes and the statement of revenue and certain direct operating expenses reflects the full acquisition of the portfolio.

The Portfolio properties are leased to residents under separate short-term operating leases (generally one year or less) for each property, pursuant to which the resident is responsible for paying certain operating expenses (primarily utilities and landscape maintenance).

The accompanying statement of revenue and certain direct operating expenses has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the statement is not representative of the actual operations for the period presented as revenues and certain direct operating expenses, that may not be directly attributable to the revenues and expenses expected to be incurred in the future operations have been excluded. Such items include depreciation and amortization, general and administrative expense, interest expense, and income taxes.

An audited statement of revenue and certain direct operating expenses is being presented for the most recent fiscal year instead of the three most recent years based on the following factors: (i) the Portfolio was acquired from an unaffiliated party and (ii) based on due diligence of the Portfolio conducted by the Company,  management is not aware of any material factors relating to the Portfolio that would cause this financial information to not be indicative of future operating results, except as disclosed in these Notes to Statement and Revenue and Certain Direct Operating Expenses.

In evaluating the Portfolio as a potential acquisition and determining an appropriate purchase price, the Company considered a variety of factors, including the financial performance of the Portfolio; the estimated market value of the Portfolio; the terms of the existing leases and creditworthiness of the tenants; location and physical condition of the properties; local market conditions, including vacancy rates; and area demographics.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the financial statement in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions regarding future events that may affect the reported amounts and disclosures in the financial statement. The Company's estimates are inherently subjective in nature and actual results could differ from these estimates.

Revenue Recognition

Rental income attributable to resident leases is recorded on a straight-line basis, which approximates the method of recording when due from residents and recognizing monthly as earned.  Leases entered into with residents for the rental of the Portfolio properties are generally year-to-year and renewable upon consent of both parties on an annual or monthly basis.

Other revenues such as late fees, pet fees, and application fee income are recognized when the related fees are earned and are realized or realizable. 

3. Subsequent Events

Subsequent events were evaluated through May 1, 2015, the date the financial statement was available to be issued.

8

EX-99.2

Exhibit 99.2

Silver Bay Realty Trust Corp.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

December 31, 2014

(amounts in thousands)

	Historical			The American Home Portfolio		Pro Forma
Assets
Investments in real estate:
Land	$	167,780		$	55,684	$	223,464
Building and improvements	780,590			207,316		987,906
	948,370			263,000		1,211,370
Accumulated depreciation	(43,150		)	—		(43,150		)
Investments in real estate, net	905,220			263,000		1,168,220
Assets held for sale	2,010			—		2,010
Cash and cash equivalents	49,854			—		49,854
Escrow deposits	20,211			7,558		27,769
Resident security deposits	8,595			2,647		11,242
In-place lease and deferred lease costs, net	688			—		688
Deferred financing costs, net	11,960			—		11,960
Other assets	3,842			—		3,842
Total assets	$	1,002,380		$	273,205	$	1,275,585
Liabilities and Equity
Liabilities:
Securitization loan, net of unamortized discount of $1,387	$	310,665		$	—	$	310,665
Revolving credit facility	67,096			270,558		337,654
Accounts payable and accrued property expenses	13,090			—		13,090
Resident prepaid rent and security deposits	9,634			2,647		12,281
Total liabilities	400,485			273,205		673,690
10% cumulative redeemable preferred stock	1,000			—		1,000
Equity:
Total stockholders' equity	566,463			—		566,463
Noncontrolling interests - Operating Partnership	34,432			—		34,432
Total equity	600,895			—		600,895
Total liabilities and equity	$	1,002,380		$	273,205	$	1,275,585

See notes to unaudited Pro Forma Condensed Consolidated Balance Sheet.

9

Silver Bay Realty Trust Corp.

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

Basis of Presentation

The unaudited Pro Forma Condensed Consolidated Balance Sheet of Silver Bay Realty Trust Corp. (the "Company") for the year ended December 31, 2014 includes the historical balance sheet of the Company and has been derived from the audited consolidated balance sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 26, 2015.

Notes and Management Assumptions

On April 1, 2015, Silver Bay Realty Trust Corp. (the “Company”) completed the acquisition of the portfolio of properties (the “Portfolio”) from The American Home Real Estate Investment Trust (“Seller”), a Maryland corporation. The Company acquired 2,373 properties in the transaction (the “Acquired Properties”) and has an additional 89 properties under contract with Seller to acquire at subsequent closings. The homes are primarily located in Atlanta, GA, Charlotte, NC, Tampa, FL, and Orlando, FL. The Company intends to acquire all of the remaining homes and the statement of revenue and certain direct operating expenses reflects the full acquisition of the portfolio.

The acquisition of the Portfolio was accounted for as a business combination and recorded at its fair value, exclusive of acquisition costs, which were expensed. The individual property fair value was then allocated between land and building based upon their fair values at the date of acquisition. The Portfolio was funded with borrowing on the Company's amended and restated revolving credit facility (the "Restated Agreement"). The Restated Agreement, among other things, increases the maximum amount available for borrowings under the revolving credit facility (the "Revolving Credit Facility") from $200.0 million to $400.0 million and extends the termination date of the facility to February 18, 2018. The Restated Agreement bears interest at varying rate of LIBOR plus 300 basis points and is not subject to a LIBOR floor. In addition, the advance rate for borrowings was increased to 65% from 55%. Other material terms of the Revolving Credit Facility remain the same and are described in more detail under "Liquidity and Capital Resources" in Part II, Item 7 of the Company's Annual Report on Form 10-K filed on February 26, 2015. Under the terms of of the Revolving Credit Facility, the Company must set aside funds for payment of insurance, property taxes and certain property operating and maintenance expenses that are pledged as collateral, which have been classified as escrow deposits totaling $7.6 million.

10

Silver Bay Realty Trust Corp.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2014

(amounts in thousands, except share and per share data)

	Historical			The American Home Portfolio			Pro Forma
Revenue:
Rental income	$	75,910		$	23,216		$	99,126
Other income	2,020			722			2,742
Total revenue	77,930			23,938			101,868
Expenses:
Property operating and maintenance	17,274			8,862			26,136
Real estate taxes	11,042			3,147			14,189
Homeowners’ association fees	1,260			278			1,538
Property management	9,678			2,885			12,563
Depreciation and amortization	25,623			7,539			33,162
Portfolio acquisition expense	—			1,883			1,883
Advisory management fee - affiliates	6,621			—			6,621
Management internalization	39,373			—			39,373
General and administrative	11,079			—			11,079
Interest expense	12,066			8,847			20,913
Other	611			—			611
Total expenses	134,627			33,441			168,068
Net loss	(56,697		)	$	(9,503	)	(66,200		)
Net loss attributable to noncontrolling interests - Operating Partnership	143						166
Net loss attributable to controlling interests	(56,554		)				(66,034		)
Preferred stock distributions	(100		)				(100		)
Net loss attributable to common stockholders	$	(56,654	)				$	(66,134	)
Loss per share - basic and diluted
Net loss attributable to common shares	$	(1.49	)				$	(1.73	)
Weighted average common shares outstanding	38,119,971						38,119,971

See accompanying notes to the unaudited Pro Forma Condensed Consolidated Statement of Operations.

11

Silver Bay Realty Trust Corp.

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

Basis of Presentation

The unaudited Pro Forma Condensed Consolidated Statement of Operations of Silver Bay Realty Trust Corp. (the "Company") for the year ended December 31, 2014 includes the historical operations of the Company and have been derived from the audited consolidated statement of operations and comprehensive loss included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 26, 2015. The Company's historical operations have been adjusted to take into consideration the following acquisition as if it occurred on January 1, 2014.

On April 1, 2015, Silver Bay Realty Trust Corp. (the “Company”) completed the acquisition of the portfolio of properties (the “Portfolio”) from The American Home Real Estate Investment Trust (“Seller”), a Maryland corporation. The Company acquired 2,373 properties in the transaction (the “Acquired Properties”) and has an additional 89 properties under contract with Seller to acquire at subsequent closings. Financial results for the year ended December 31, 2014 related to the Portfolio prior to their acquisition represents the results of operations under the previous owners and are included in the column labeled The American Home Portfolio.

Notes and Management Assumptions

Revenue, property operating and maintenance, real estate taxes, homeowners' association fees and property management for the Portfolio are based upon the historical operations under the previous owners' ownership. Depreciation and amortization expenses are based upon the Company's ownership, using its own depreciation and amortization policies outlined in the Company's Annual Report on Form 10-K filed on February 26, 2015. The Portfolio was acquired with funds borrowed under the Company's revolving credit facility. Interest expense for the Portfolio is based on $270.6 million in borrowings under the Company's amended and restated revolving credit facility related to the acquisition of the Portfolio and the annual interest rate applicable to such borrowings as of the time of the borrowing (approximately 3.27%). Acquisition costs associated with the Portfolio were assumed to be incurred in the year ended December 31, 2014. Net pro forma operating results were adjusted to reflect the noncontrolling interest holders' share related to the operating partnership operations after the impact of all proforma adjustments.

12