UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2014 (March 3, 2014)
Starwood Waypoint Residential Trust
(Exact name of registrant as specified in its charter)
| | | | |
| Maryland | | 001-36163 | | 80-6260391 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
1999 Harrison Street Oakland, CA | | 94612 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (510) 250-2200
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:
| ¨ | 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)) |
EXPLANATORY NOTE
This Form 8-K/A amends and supplements Starwood Waypoint Residential Trust’s Form 8-K, filed on March 4, 2014 (the “Initial Report”), reporting the acquisition of a portfolio of 707 single family residences (the “Fund XI Portfolio”), to include the historical financial statements and pro forma financial information required by Item 9.01(a) and (b) of Form 8-K. This Form 8-K/A should be read in conjunction with the Initial Report.
Item 9.01. Financial Statements and Exhibits
On March 3, 2014, two subsidiaries of Starwood Waypoint Residential Trust (the “Trust”), SRP Sub, LLC and Starwood Waypoint Borrower, LLC (together, the “Buyers”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Waypoint Borrower, LLC (the “Seller”), Waypoint Fund XI, LLC and the other signatories thereto, pursuant to which the Buyers purchased from the Seller a portfolio of 707 single family residences for approximately $144 million in cash. On March 4, 2013, the Trust filed the Initial Report. This Form 8-K/A contains pro forma financial information required by the Securities and Exchange Commission’s Rule 3-14 for this acquisition.
(a) Financial Statements of Business Acquired
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| 23.1 | | Consent of Deloitte & Touche LLP. |
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| 99.1 | | Fund XI Portfolio statement of revenues and certain operating expenses. |
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| 99.2 | | Unaudited pro forma Combined Consolidated Financial Statements for Starwood Waypoint Residential Trust. |
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.
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| | | | Starwood Waypoint Residential Trust |
| | | |
| Date: May 14, 2014 | | | | By: | | /s/ Nina A. Tran |
| | | | | | Nina A. Tran |
| | | | | | Chief Financial Officer |
Exhibit Index
| | |
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| 23.1 | | Consent of Deloitte & Touche LLP. |
| |
| 99.1 | | Fund XI Portfolio statement of revenues and certain operating expenses. |
| |
| 99.2 | | Unaudited pro forma Combined Consolidated Financial Statements for Starwood Waypoint Residential Trust. |
