UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report - September 28, 2021
(Date of earliest event reported)
INVITATION HOMES INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-38004 | 90-0939055 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1717 Main Street, Suite 2000
Dallas TX 75201
(Address of principal executive offices, including zip code)
(972) 421-3600
(Registrant’s phone number, including area code)
N/A
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.01 par value | INVH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):
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. ☐
Item 8.01. Other Events.
On September 28, 2021, Invitation Homes Inc. (the “Company”) completed the previously-announced underwritten public offering (the “Offering”) of 12,500,000 shares (the “Shares”) of its common stock, $0.01 par value per share. The Company also granted the underwriters a 30-day option to purchase up to an additional 1,875,000 shares of common stock.
The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, working capital, repayment of indebtedness, acquisitions and renovations of single-family properties and for related activities in accordance with its business strategy.
In connection with the Offering, the Company entered into an underwriting agreement, dated as of September 23, 2021 (the “Underwriting Agreement”), by and among the Company, Invitation Homes Operating Partnership LP, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto. Subject to the terms and conditions stated in the Underwriting Agreement, the underwriters agreed to purchase, and the Company agreed to sell to the underwriters, the number of Shares set forth opposite each underwriter’s name in Schedules I and II thereto.
The above description of the Underwriting Agreement does not purport to be a complete summary of and is subject to and qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | The following exhibit is attached to this Current Report on Form 8-K |
| 1.1 | Underwriting Agreement, dated as of September 23, 2021, by and among Invitation Homes Inc., Invitation Homes Operating Partnership LP, Citibank Global Markets Inc. and Morgan Stanley & Co. LLC, 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). | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: September 28, 2021 | INVITATION HOMES INC. | |||||
| By: | /s/ Mark A. Solls | |||||
| Name: Mark A. Solls | ||||||
| Title: Executive Vice President, Secretary | ||||||
and Chief Legal Officer | ||||||