Press Release

Starwood Waypoint Homes Announces Pricing of $771.2 Million Single-Family Rental Securitization

Company Release - 9/27/2017 7:00 AM ET

SCOTTSDALE, Ariz.--(BUSINESS WIRE)-- Starwood Waypoint Homes (NYSE:SFR) (the “Company”), a leading single-family rental real estate investment trust (“REIT”), announced today the pricing of its SWH 2017-1 securitization transaction. The transaction involves the issuance and sale of single-family rental pass-through certificates that represent beneficial ownership interests in a $771.2 million floating rate loan secured by mortgages on approximately 4,443 single-family rental properties and a pledge of equity in the borrower. The Company sold $732.7 million of certificates to investors (retaining approximately $38.6 million to comply with US and EU risk retention requirements) at a weighted average blended interest rate of 1-month LIBOR plus 156 basis points. The loan will have a two-year term with two one-year extensions and one final 15 month extension at the option of the borrower. The securitization transaction is intended to reduce the Company’s cost of capital and proceeds will be used to repay existing indebtedness, pay transaction expenses and for general corporate purposes.

The transaction is expected to close on or about September 29, 2017, subject to satisfaction of customary market and other closing conditions.

The certificates will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The certificates will be offered and sold in the United States only to qualified institutional buyers (as defined in the Securities Act) pursuant to Rule 144A under the Securities Act or to certain “non-U.S. persons” outside of the United States in accordance with Regulation S under the Securities Act.

This press release is neither an offer to sell nor a solicitation of an offer to buy the certificates nor shall there be any sale of the certificates in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

The information presented herein may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which the Company operates and beliefs of and assumptions made by the Company’s management, involve significant risks and uncertainties, which are difficult to predict and are not guarantees of future performances, that could significantly affect the financial results of the Company. Words such as “projects,” “will,” “could,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecast,” “guidance,” “outlook,” “may,” and “might” and variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements may include, but are not limited to, statements about the anticipated benefits of the proposed merger between the Company and Invitation Homes Inc. (“INVH”), including future financial and operating results, the attractiveness of the value to be received by the Company shareholders, the attractiveness of the value to be received by INVH, the combined company’s plans, objectives, expectations and intentions, the timing of future events, anticipated administrative and operating synergies, the anticipated impact of the merger on net debt ratios, cost of capital, future dividend payment rates, forecasts of accretion in core funds from operations (“FFO”), adjusted FFO or other earnings or performance measures, projected capital improvements, expected sources of financing, and descriptions relating to these expectations. All statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future — including statements relating to expected synergies, improved liquidity and balance sheet strength — are forward-looking statements. Pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. The Company’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may materially and adversely affect the Company’s business, financial condition, liquidity, results of operations and prospects, as well as the Company’s ability to make distributions to its shareholders, include, but are not limited to: (i) national, regional and local economic climates; (ii) changes in the real estate and single-family rental industry, financial markets and interest rates, or to the business or financial condition of the Company; (iii) increased or unanticipated competition for the Company’s properties; (iv) competition in the leasing market for quality residents; (v) increasing property taxes, homeowners’ association fees and insurance costs; (vi) the Company’s dependence on third parties for key services; (vii) risks related to evaluation of properties, poor resident selection and defaults and non-renewals by the Company’s residents; (viii) risks associated with acquisitions, including the integration of the post-merger businesses; (ix) the potential liability for the failure to meet regulatory requirements, including the maintenance of REIT status; (x) availability of financing and capital; (xi) risks associated with achieving expected revenue synergies or cost savings; (xii) risks associated with the ability to consummate the merger and the timing of the closing of the merger; (xiii) the outcome of claims and litigation involving or affecting the Company; (xiv) applicable regulatory changes; and (xv) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by the Company from time to time, including those discussed under the heading “Risk Factors” in the Company’s most recently filed reports on Forms 10-K and 10-Q. None of the documents that the Company files with the SEC or any of the information on, or accessible through, the SEC’s website, is part of, or incorporated by reference into, this press release. Except as required by law, the Company undertakes no duty to update any forward-looking statements appearing in this document, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Investor Relations
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Media Relations
Jason Chudoba, 646-277-1249
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Source: Starwood Waypoint Homes