UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): November 16, 2017
Invitation Homes Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 001-38004 | | 90-0939055 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1717 Main Street, Suite 2000, Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
(972)421-3600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Introductory Note
This Current Report on Form8-K/A (the “Amendment”) is being filed by Invitation Homes Inc., a Maryland real estate investment trust (the “Company”), to amend its Current Report on Form8-K (the “Prior8-K”) filed with the Securities and Exchange Commission on November 20, 2017 in connection with the consummation on November 16, 2017 of the transactions contemplated by that certain Agreement and Plan of Merger, dated August 9, 2017, by and among the Company, Invitation Homes Operating Partnership LP, a Delaware limited partnership and a subsidiary of the Company, IH Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Starwood Waypoint Homes, a Maryland real estate investment trust (“SFR”), and Starwood Waypoint Homes Partnership, L.P., a Delaware limited partnership and a subsidiary of SFR.
The Company is filing this Amendment solely to provide the unaudited pro forma financial information referred to in Item 9.01(b) below. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Prior8-K.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item 9.01(a) were filed with the Prior8-K.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial statements of the Company required by this Item 9.01(b) are filed herewith and attached hereto as Exhibit 99.1 and are incorporated by reference.
(d) Exhibits
SIGNATURE
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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| | INVITATION HOMES INC. |
| | |
| Date: December 21, 2017 | | By: | | /s/ Mark A. Solls |
| | Name: | | Mark A. Solls |
| | Title: | | Executive Vice President, Secretary and Chief Legal Officer |
