| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On April 5, 2022, Invitation Homes Operating Partnership LP (the “Issuer”), a Delaware limited partnership and the principal operating subsidiary of Invitation Homes Inc., a Maryland corporation (the “Company”), closed an underwritten public offering of $600 million aggregate principal amount of its 4.150% Senior Notes due 2032 (the “Notes”).
The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by 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 (“IH Merger Sub” and, together with the Company and the General Partner, the “Guarantors”). The terms of the Notes are governed by an indenture, dated as of August 6, 2021 (the “Base Indenture”), 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”), as supplemented by a fourth supplemental indenture, dated as of April 5, 2022 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Issuer, the Guarantors and the Trustee. The Indenture contains various restrictive covenants, including requirements to maintain a certain percentage of total unencumbered assets by the Company. Copies of the Base Indenture and the Fourth Supplemental Indenture, including the form of Notes and the Guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.
Under certain circumstances, the Indenture will require certain of the Company’s subsidiaries (other than the Issuer, the General Partner and IH Merger Sub) to guarantee the Notes in the future if, and for so long as, such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of the Issuer’s revolving credit facility.
The purchase price paid by the underwriters for the Notes was 99.089% of the principal amount thereof. The Notes are the Issuer’s senior unsecured obligations and rank equally in right of payment with all of the Issuer’s other existing and future senior unsecured indebtedness. However, the Notes are effectively subordinated in right of payment to: (i) all of the Issuer’s existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness); (ii) all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Issuer’s subsidiaries that do not guarantee the Notes and of any entity the Issuer accounts for using the equity method of accounting; and (iii) all preferred equity not owned by the Issuer, if any, in any of the Issuer’s subsidiaries that do not guarantee the Notes and in any entity the Issuer accounts for using the equity method of accounting. The Notes bear interest at 4.150% per annum. Interest is payable on April 15th and October 15th of each year, beginning October 15, 2022, until the maturity date of April 15, 2032.
The Notes will be redeemable in whole at any time or in part from time to time, at the Issuer’s option, at a redemption price equal to the sum of:
| | • | | 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, up to, but not including, the redemption date; and |
| | • | | a make-whole premium calculated in accordance with the Indenture. |
Notwithstanding the foregoing, if any of the Notes are redeemed on or after January 15, 2032 (three months prior to the maturity date of the Notes), the redemption price will not include a make-whole premium.
