sfr-8k_20170307.htm


Maryland (State or other jurisdiction of incorporation)	001-36163 (Commission File Number)	80-6260391 (IRS Employer Identification No.)

8665 East Hartford Drive Scottsdale, AZ (Address of principal executive offices)		85255 (Zip Code)

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:

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

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

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

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

On March 7, 2017, Colony Starwood Homes (the “Company”) completed its registered underwritten public offering of 23,088,424 shares (including 3,011,533 shares sold pursuant to the exercise in full of the Underwriters’ (defined below) option to purchase additional shares) of the Company’s common shares of beneficial interest, $0.01 par value per share (“Common Shares”), pursuant to an underwriting agreement dated March 1, 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 J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (the “Underwriters”). The Company sold 11,105,465 Common Shares (including 1,505,465 Common Shares sold pursuant to the exercise of the Underwriters’ option to purchase additional Common Shares) and the Selling Shareholders sold 11,982,959 Common Shares (including 1,506,068 Common Shares sold pursuant to the exercise of the Underwriters’ option to purchase additional Common Shares).

The offering was made pursuant 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 February 28, 2017 filed with the Commission pursuant to Rule 424(b)(5) under the Act and a prospectus supplement dated March 1, 2017 (the “Prospectus Supplement”) filed with the Commission pursuant to Rule 424(b)(5) under the Act.

The resulting net proceeds to the Company from the offering were approximately $349.4 million, after deducting the underwriting discount and other 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 identified and potential future acquisitions, to repay amounts outstanding under one of its credit facilities 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.

Pursuant 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 60 days after March 1, 2017 without first obtaining the written consent of J.P. Morgan Securities LLC, 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.


Exhibit Number		Description

1.1		Underwriting Agreement, dated March 1, 2017, among Colony Starwood Homes, Colony Starwood Homes Partnership, L.P., the selling shareholders listed on Schedule II thereto and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule I thereto
5.1		Opinion of Venable LLP
23.1		Consent of Venable LLP (included in Exhibit 5.1)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: March 7, 2017	COLONY STARWOOD HOMES

	By:	/s/ Ryan A. Berry
	Name:	Ryan A. Berry
	Title:	Executive Vice President, General Counsel and Secretary


Exhibit Number		Description

1.1		Underwriting Agreement, dated March 1, 2017, among Colony Starwood Homes, Colony Starwood Homes Partnership, L.P., the selling shareholders listed on Schedule II thereto and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule I thereto
5.1		Opinion of Venable LLP
23.1		Consent of Venable LLP (included in Exhibit 5.1)