Colony Starwood Homes Announces Upsize and Pricing of Public Offering of Common Shares

SCOTTSDALE, Ariz.--()--Colony Starwood Homes (NYSE:SFR) (the “Company”) announced today that it priced its underwritten public offering of 20,076,891 of its common shares at a public offering price of $32.50 per share. The Company is offering 9,600,000 of its common shares, which was upsized from the previously announced 8,000,000 common shares, and the selling shareholders are offering 10,476,891 common shares. The gross proceeds to the Company will be $312.0 million. The Company will not receive any proceeds from the offering of common shares by the selling shareholders. The Company and certain of the selling shareholders have granted the underwriters a 30-day option to purchase up to an additional 1,505,465 common shares and 1,506,068 common shares from the Company and such selling shareholders, respectively, at the public offering price. The offering is expected to close on March 7, 2017, subject to customary closing conditions.

The Company intends to use the net proceeds to the Company from the offering to fund identified and potential future acquisitions, to repay amounts outstanding under one of its credit facilities and for general corporate purposes. The Company will not receive any of the proceeds from the sale of its common shares by the selling shareholders.

J.P. Morgan, BofA Merrill Lynch, Deutsche Bank Securities, Morgan Stanley, Citigroup and Goldman, Sachs & Co. are joint book-running managers for the offering, and Wells Fargo Securities is a co-manager for the offering.

The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission and only by means of a prospectus and prospectus supplement. A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. A copy of the preliminary prospectus supplement, final prospectus supplement (when available) and the accompanying prospectus may be obtained from: J.P. Morgan Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 866-803-9204, email: prospectus-eq_fi@jpmchase.com; BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, email: dg.prospectus_requests@baml.com; Deutsche Bank Securities, Attn: Prospectus Group, 60 Wall Street, New York, New York 10005, telephone: 800-503-4611, email: prospectus.CPDG@db.com; or Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Colony Starwood Homes

Colony Starwood Homes is one of the largest publicly traded owners and operators of single-family rental homes in the United States. Colony Starwood Homes acquires, renovates, leases, maintains and manages single-family homes in markets that exhibit favorable demographics and long-term economic trends, as well as strengthening demand for rental properties.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws that involve significant risks and uncertainties, which are difficult to predict, and are not guarantees of future performance. Such statements can generally be identified by words such as “anticipates,” “expects,” “intends,” “will,” “could,” “believes,” “estimates,” “continue,” and similar expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. 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 that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the Company’s actual results and performance could differ materially from those set forth in, or implied by, the forward-looking statements. Factors that could 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: unanticipated increases in financing and other costs, including increases related to a rise in interest rates; the availability, terms and deployment of short-term and long-term capital; the possibility that unexpected liabilities may arise from the internalization (the “Internalization”) of the Company’s former manager or the Company’s merger (the “Merger”) with Colony American Homes (“CAH”), including the outcome of any legal proceedings that have been or may be instituted against the Company, CAH or others following the announcement or the completion of the Internalization or the Merger and associated transitions; changes in the Company’s business and growth strategies; the Company’s ability to hire and retain highly skilled managerial, investment, financial and operational personnel; volatility in the real estate industry, interest rates and spreads, the debt or equity markets, the economy generally or the rental home market specifically; declines in the value of homes, and macroeconomic shifts in demand for, and competition in the supply of, rental homes; the availability of attractive investment opportunities in homes that satisfy the Company’s investment objective and business and growth strategies; the Company’s ability to complete its exit from the non-performing loans (and related real estate owned) business in the anticipated time period on acceptable terms and to re-deploy net cash proceeds therefrom; the Company’s ability to lease or re-lease its rental homes to qualified residents on attractive terms or at all; the adequacy of the Company’s cash reserves and working capital; potential conflicts of interest with Starwood Capital Group Global, L.P., Colony NorthStar, Inc. and their affiliates and managed investment vehicles; financial and operating covenants contained in our credit facilities and securitizations that could restrict our business and investment activities; effects of derivative and hedging transactions; the Company’s ability to maintain effective internal controls as required by the Sarbanes-Oxley Act of 2002 and to comply with other public company regulatory requirements; the Company’s ability to maintain its exemption from registration as an investment company under the Investment Company Act of 1940, as amended; changes in governmental regulations, tax laws and rates, and similar matters; limitations imposed on the Company’s business and its ability to satisfy complex rules in order for the Company and, if applicable, certain of the Company’s subsidiaries to qualify as a real estate investment trust for U.S. federal income tax purposes, and the Company’s ability and the ability of its subsidiaries to operate effectively within the limitations imposed by these rules; and whether this proposed offering will be completed and the uses of proceeds from this offering. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks described above, as well as those more fully discussed in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time. Furthermore, except as required by law, the Company is under no duty to, and the Company does not intend to, update any of its forward-looking statements after the date of this press release, whether as a result of new information, future events or otherwise, except as may be required by law.

Contacts

Investor Relations
Colony Starwood Homes
John Christie, 510-982-5470
ir@colonystarwood.com

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