On March 25, 2022, Invitation Homes Inc., a Maryland corporation (the “Company”), Invitation Homes Operating Partnership LP (the “Issuer”), a Delaware limited partnership and the principal operating subsidiary of the Company, Invitation Homes OP GP LLC, a Delaware limited liability company, the sole general partner of the Issuer and a wholly-owned subsidiary of the Company (the “General Partner”), and IH Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (together with the Company and the General Partner, the “Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., KeyBanc Capital Markets Inc. and PNC Capital Markets LLC, as representatives of the several underwriters named therein, with respect to the underwritten public offering of $600 million aggregate principal amount of the Issuer’s 4.150% Senior Notes due 2032 (the “Notes”), which will be fully and unconditionally guaranteed, jointly and severally, by the Guarantors. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Notes will be issued pursuant to an indenture, dated as of August 6, 2021, by and among the Issuer, the Guarantors and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), to be supplemented by a fourth supplemental indenture (the “Supplemental Indenture”), by and among the Issuer, the Guarantors and the Trustee, to be dated as of the closing date. The Supplemental Indenture will be filed with the Securities and Exchange Commission (the “Commission”) on a subsequent Current Report on Form 8-K.
The Notes are being offered pursuant to an effective shelf registration statement filed with the Commission on July 30, 2021 (Registration Nos. 333-258290, 333-258290-01, 333-258290-02 and 333-258290-03), a base prospectus, dated July 30, 2021, and a prospectus supplement, dated March 25, 2022, filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The Issuer intends to use a portion of the net proceeds from the offering to repay all $204.6 million of the securitization-related mortgage loan labeled IH 2018-3, and the remaining net proceeds to repay a portion of the securitization-related mortgage loan labeled IH 2018-2 and 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 the Company’s business strategy.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
