Filed by Starwood Waypoint Homes
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule
14a-12
Under the Securities Exchange Act of 1934
Subject Company: Starwood Waypoint Homes
Commission File
No. 001-36163
Date: August 18, 2017
Starwood Waypoint Team Members,
The past week has been a busy and exciting
one since we announced our proposed merger. Together with leaders from both companies, weve traveled to meet with many of you to explain why we believe this combination will significantly enhance the future direction of our
companies. We appreciated your thoughtful questions and comments and were pleased to see your enthusiasm for this transaction. What we heard from you in these meetings will help us to better communicate with you as we move forward.
The dust is now beginning to settle a bit and while we dont have much new information to report at this time, we wanted to uphold our commitment to communicate
with you as openly and as often as we can throughout this transition.
Much of our time over the last week has been spent in Dallas and Scottsdale, where we worked
closely with leaders from both companies to start the integration planning process and identify who will represent the functions from the respective sides on the integration team. Over the next few weeks and months, that team will be working
through the extensive post-merger planning to take the best from both companies to create a combined organization that will lead our industry for years to come.
As
the integration planning continues, its important to remember that each organization will operate independently until the official close. This means that, unless asked to do so with specific direction, you must
not
reach out to your
counterparts on the other side or discuss pricing, strategy or any other proprietary information with individuals outside your company. The designated individuals on the integration team are the only people that are authorized with prior
approval from legal counsel to do so.
Lastly, lets finish the year strong! Your individual and team focus should remain 100% on executing on 2017 business
plans and goals as well as providing residents with the superior living experiences they have come to expect from Starwood Waypoint.
Were excited for
whats ahead and will continue to provide updates as frequently as possible. Thank you for your dedication and support in helping meet the housing needs of over 82,000 friends and families.
Sincerely,
Fred
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
Invitation Homes (INVH) and Starwood Waypoint Homes (SFR) operate and beliefs of and assumptions made by INVH management and SFR 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 INVH or SFR 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 SFR and INVH, including future financial and operating results, the attractiveness of the value to be received by SFR stockholders, the attractiveness of the value to be received by INVH, the combined
companys 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 core FFO, AFFO 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. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe the expectations reflected in any forward-looking statements are based on reasonable
assumptions, we
can give no assurance that our 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 our business, financial condition, liquidity, results of operations and prospects, as well as our ability to make distributions to our stockholders, 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 companys dependence on third parties for key services; (vii) risks related to evaluation of properties, poor resident selection and defaults and
non-renewals
by either
companys 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 REIT 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
filed with the Securities and Exchange Commission (SEC) by INVH and SFR 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 INVH nor SFR, 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 transaction pursuant to the terms of the Agreement and Plan of Merger, dated as of August 9, 2017, by and among
INVH, invitation Homes Operating Partnership LP, IH Merger Sub, LLC, SFR and Starwood Waypoint Homes Partnership, L.P. In connection with the proposed merger, INVH expects to file with the SEC a registration statement on Form
S-4
that will include a joint proxy statement of SFR and information statement of INVH that also constitutes a prospectus (the joint proxy/information statement/prospectus) which joint proxy/information
statement/prospectus will be mailed or otherwise disseminated to INVH stockholders and SFR stockholders when it becomes available. INVH and SFR also plan to file other relevant documents with the SEC regarding the proposed transaction.
INVESTORS
ARE URGED TO READ THE JOINT PROXY/ INFORMATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
. You may obtain a free copy of the joint
proxy/information statement/prospectus and other relevant documents (if and when they become available) filed by INVH and SFR with the SEC at the SECs website at
www.sec.gov
. Copies of the documents filed by INVH with the SEC will be
available free of charge on INVHs website at
www.invitiationhomes.com
or by contacting 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 SFRs 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. You can find information about INVHs executive officers and directors in INVHs Annual Report on Form
10-K
for the year ended
December 31, 2016 and its Current Reports of Form
8-K
filed with the SEC on February 6, 2017, March 20, 2017 and June 29, 2017. You can find information about SFRs executive officers
and trustees in SFRs 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
March 31, 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 stockholders. Additional information regarding the interests of such potential
participants will be included in the joint proxy/information statement/prospectus and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from INVH or SFR using the sources
indicated above.
No Offer of 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.
Fred Tuomi | Chief Executive Officer
Starwood Waypoint Homes (NYSE:SFR)
過去 株価チャート
から 6 2024 まで 7 2024
Starwood Waypoint Homes (NYSE:SFR)
過去 株価チャート
から 7 2023 まで 7 2024