If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☐.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 19625X102
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Page
2
of 11 Pages
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1
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Names of
Reporting Persons
THOMAS J. BARRACK, JR.
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2
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Check the Appropriate Box If a Member
of a Group (See Instructions)
a. ☐ b. ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
SC
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
UNITED STATES OF AMERICA
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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7
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Sole Voting Power
3,897,220
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
3,897,220
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,897,220
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12
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Check Box If the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented By Amount
in Row (11)
3.5%
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14
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Type of Reporting Person (See
Instructions)
IN; HC
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CUSIP No. 19625X102
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Page
3
of 11 Pages
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1
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Names of
Reporting Persons
COLONY DISTRESSED CREDIT FUND II, L.P.
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2
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Check the Appropriate Box If a Member
of a Group (See Instructions)
a. ☐ b. ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
SC; OO
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
DELAWARE
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
1,471,096
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9
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|
Sole Dispositive Power
0
|
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10
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Shared Dispositive Power
1,471,096
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,471,096
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12
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Check Box If the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented By Amount
in Row (11)
1.3%
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14
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Type of Reporting Person (See
Instructions)
PN; HC
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CUSIP No. 19625X102
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Page
4
of 11 Pages
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1
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Names of
Reporting Persons
COLCO STRATEGIC PARTNERS, L.P.
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2
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Check the Appropriate Box If a Member
of a Group (See Instructions)
a. ☐ b. ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
CAYMAN ISLANDS
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
1,332,298
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9
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Sole Dispositive Power
0
|
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10
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Shared Dispositive Power
1,332,298
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11
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|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,332,298
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12
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|
Check Box If the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented By Amount
in Row (11)
1.2%
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14
|
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Type of Reporting Person (See
Instructions)
PN; HC
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CUSIP No. 19625X102
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Page
5
of 11 Pages
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1
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Names of
Reporting Persons
COLONY CAPITAL CAH, L.P.
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2
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Check the Appropriate Box If a Member
of a Group (See Instructions)
a. ☐ b. ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
DELAWARE
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
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7
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Sole Voting Power
0
|
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8
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Shared Voting Power
26,543
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9
|
|
Sole Dispositive Power
0
|
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10
|
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Shared Dispositive Power
26,543
|
11
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|
Aggregate Amount Beneficially Owned by Each Reporting Person
26,543
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12
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|
Check Box If the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented By Amount
in Row (11)
Less than 0.1%
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14
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Type of Reporting Person (See
Instructions)
PN; HC
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CUSIP No. 19625X102
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Page
6
of 11 Pages
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1
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Names of
Reporting Persons
COLONY AH MEMBER, LLC
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2
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Check the Appropriate Box If a Member
of a Group (See Instructions)
a. ☐ b. ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
DELAWARE
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
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7
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Sole Voting Power
0
|
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8
|
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Shared Voting Power
1,022,448
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9
|
|
Sole Dispositive Power
0
|
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10
|
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Shared Dispositive Power
1,022,448
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11
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,022,448
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12
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Check Box If the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented By Amount
in Row (11)
0.9%
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14
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Type of Reporting Person (See
Instructions)
OO; HC
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CUSIP No. 19625X102
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Page
7
of 11 Pages
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1
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Names of
Reporting Persons
CCCAH MANAGEMENT PARTNERS, LLC
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2
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Check the Appropriate Box If a Member
of a Group (See Instructions)
a. ☐ b. ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check Box If Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
DELAWARE
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
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7
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Sole Voting Power
0
|
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8
|
|
Shared Voting Power
44,835
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9
|
|
Sole Dispositive Power
0
|
|
10
|
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Shared Dispositive Power
44,835
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
44,835
|
12
|
|
Check Box If the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ☐
|
13
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|
Percent of Class Represented By Amount
in Row (11)
Less than 0.1%
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14
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Type of Reporting Person (See
Instructions)
OO; HC
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This Amendment No. 2 (Second Amendment) supplements the information set forth in the Schedule
13D/A filed by Thomas J. Barrack, Jr., a U.S. citizen (Mr. Barrack), Colony American Homes Holdings I L.P., a Delaware limited partnership (Holdings I), Colony American Homes Holdings II, L.P., a Cayman Islands exempted
limited partnership (Holdings II), Colony American Homes Holdings III, L.P., a Delaware limited partnership (Holdings III), Colony American Homes Holdings IV, L.P., a Cayman Islands exempted limited partnership
(Holdings IV), Colony Distressed Credit Fund II, L.P., a Delaware limited partnership (CDCF II), Series X Holdco, LLC, a Delaware limited liability company (Series X), Manager Holdco, LLC, a Delaware limited
liability company (Manager Holdco, which, together with Holdings I, Holdings II, Holdings III, Holdings IV, CDCF II, Series X and Mr. Barrack, constitute the Original Reporting Persons), ColCo Strategic Partners, L.P., a
Cayman Islands exempted limited partnership (ColCo), Colony Capital CAH, L.P., a Delaware limited partnership (ColCap CAH), Colony AH Member, LLC, a Delaware limited liability company (Col AH) and CCCAH Management
Partners, LLC, a Delaware limited liability company (CCCAH and together with ColCo, ColCap CAH and Col AH, the New Reporting Persons and each a New Reporting Person) with the United States Securities and Exchange
Commission (SEC) on October 11, 2016 (as amended, the Schedule 13D) relating to the Common Shares, par value $0.01 per share (the Shares) of Colony Starwood Homes, a Maryland real estate investment trust (the
Issuer). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
The information set
forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.
Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The responses to Items 5 and 6 of this Second Amendment are incorporated herein by reference.
On March 1, 2017, the Issuer entered into an underwriting agreement (the Underwriting Agreement) with Colony Starwood Homes Partnership, L.P.
(the OP), the underwriters party thereto (the Underwriters) and the selling shareholders party thereto, including the New Funds. Pursuant to the Underwriting Agreement, the Issuer agreed to sell 9,600,000 Shares and the
selling shareholders party thereto agreed to sell 10,476,891 Shares in an underwritten offering, of which the New Funds agreed to sell 3,408,762 Shares in the aggregate (the Offering). The Shares were sold in the Offering at a public
offering price of $32.50. All material contingencies set forth in the Underwriting Agreement were satisfied and the Offering closed on March 7, 2017. The number of Shares sold in the Offering by each of the New Funds was as follows:
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New Fund
|
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Number of Shares Sold in the Offering
|
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CDCF II
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1,286,578
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ColCo
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1,165,345
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ColCap CAH
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23,307
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Col AH
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894,227
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CCCAH
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39,305
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In addition, the New Funds granted the Underwriters an option to purchase an additional 513,466 Shares in the aggregate (the
Option Shares) at the same price as the sales made in the Offering. The option granted to the Underwriters was exercisable during the 30 days following March 1, 2017. The Underwriters exercised the option in full and on
March 7, 2017, the Underwriters acquired the Option Shares. The number of Option Shares sold by each of the New Funds pursuant to the Underwriters exercise of the option was as follows:
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New Fund
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Number of Option Shares Sold
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CDCF II
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193,641
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ColCo
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175,572
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ColCap CAH
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3,614
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Col AH
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134,616
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CCCAH
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6,023
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The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Underwriting Agreement, which is incorporated by reference as Exhibit 4, and is incorporated herein by reference.
Pursuant to the terms of the Underwriting Agreement, the Issuer and its trustees and executive officers and the selling shareholders, including the New Funds
agreed not to sell or transfer any 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 dated
March 1, 2017 filed by the Issuer with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended by amending and
restating Item 5(a)-(c) as follows:
(a)-(b) Mr. Barrack may be deemed to be the beneficial owner of an aggregate amount of 3,897,220
Shares, which represent approximately 3.5% of the Issuers outstanding Shares. As the direct or indirect control person of the general partner or the managing member, as the case may be, of each of the New Funds, Mr. Barrack may be deemed
to have sole power to vote and sole power to dispose of such Shares. Of this aggregate amount, CDCF II may be deemed to be the beneficial owner of 1,471,096 Shares, which represent approximately 1.3% of the Issuers outstanding Shares. ColCo
may be deemed to be the beneficial owner of 1,332,298 Shares, which represent approximately 1.2% of the Issuers outstanding Shares. ColCap CAH may be deemed to be the beneficial owner of 26,543 Shares, which represent less than 0.1% of the
Issuers outstanding Shares. Col AH may be deemed to be the beneficial owner of 1,022,448 Shares, which represent approximately 0.9% of the Issuers outstanding Shares. CCCAH may be deemed to be the beneficial owner of 44,835 Shares, which
represent less than 0.1% of the Issuers outstanding Shares.
Calculations of the percentage of Shares beneficially owned assumes that there are a
total of 113,078,115 Shares outstanding upon the completion of the Offering and the exercise of the Underwriters option described in Item 4, as reported in the Issuers prospectus supplement filed on March 3, 2017.
(c) Except as set forth on Exhibit 2 hereto and as described in Item 4 herein, there have been no transactions with respect to the Shares during the
sixty days prior to the date hereof by any of the Reporting Persons.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The
responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.
Item 7.
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Material to be Filed as Exhibits.
|
Exhibit 2 Transactions in the Shares effected in the past 60
days
Exhibit 4 Underwriting Agreement, dated March 1, 2017, by and among Colony Starwood Homes, Colony Starwood Homes Partnership, L.P., the
underwriters party thereto and the selling shareholders party thereto (incorporated by reference to Exhibit 1.1 to the Issuers Current Report on Form 8-K, filed with the SEC on March 7, 2017)
.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Date: March 7, 2017
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THOMAS J. BARRACK, JR.
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By:
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/s/ Thomas J. Barrack, Jr.
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Date: March 7, 2017
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COLONY DISTRESSED CREDIT FUND II, L.P., a
Delaware limited partnership
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By: Colony Capital Credit II, L.P., its general partner
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By: ColonyGP Credit II, LLC, its general partner
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By:
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/s/ Mark M. Hedstrom
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Name: Mark M. Hedstrom
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Title: Vice President
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Date: March 7, 2017
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COLCO STRATEGIC PARTNERS, L.P., a Cayman
Islands exempted limited partnership
|
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By: ColCoGP Strategic Partners, LLC, its general
partner
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By:
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/s/ Mark M. Hedstrom
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Name: Mark M. Hedstrom
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Title: Vice President
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Date: March 7, 2017
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COLONY CAPITAL CAH, L.P., a Delaware limited
partnership
|
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By: ColonyGP CAH, LLC, its general partner
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By:
|
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/s/ Mark M. Hedstrom
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Name: Mark M. Hedstrom
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Title: Vice President
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Date: March 7, 2017
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COLONY AH MEMBER, LLC, a Delaware limited
liability company
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By:
|
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/s/ Mark M. Hedstrom
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Name: Mark M. Hedstrom
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Title: Vice President
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Date: March 7, 2017
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CCCAH MANAGEMENT PARTNERS, LLC, a
Delaware limited liability company
|
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By: Manager Holdco, its managing member
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By: Colony AH Member, its managing member
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By:
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/s/ Mark M. Hedstrom
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Name: Mark M. Hedstrom
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Title: Vice President
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