Press Release

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

Company Release - 6/6/2017 6:00 AM ET

SCOTTSDALE, Ariz.--(BUSINESS WIRE)-- Colony Starwood Homes (NYSE:SFR) (the “Company”) announced today the pricing of an underwritten public offering of 23,033,187 of its common shares, consisting of 11,600,000 common shares offered by the Company, which was upsized from the previously announced 8,500,000 common shares, for gross proceeds of approximately $406.0 million and 11,433,187 common shares offered by certain selling shareholders (representing all of the remaining common shares of the Company held by Colony NorthStar, Inc. and affiliates of Colony Capital, LLC) for gross proceeds of approximately $400.2 million. The Company has granted the underwriter a 30-day option to purchase up to an additional 3,454,978 common shares from the Company.

The Company intends to use the net proceeds to the Company from the offering to fund a portion of its previously-announced pending acquisition of a portfolio of 3,106 single-family rental homes from Waypoint/GI Venture, LLC (the “GI Portfolio Acquisition”), to repay certain of the Company’s existing indebtedness 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. The offering is expected to close on June 9, 2017, subject to customary closing conditions.

BofA Merrill Lynch acted as the sole underwriter 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 final prospectus supplement (when available) and the accompanying prospectus may be obtained from 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.

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 and discuss future expectations, describe future plans and strategies and 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, including statements related to the GI Portfolio Acquisition. 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: the factors referenced in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016; unanticipated increases in financing and other costs, including a rise in interest rates; the availability, terms and the Company’s ability to effectively deploy short-term and long-term capital; the possibility that unexpected liabilities may arise from 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 in connection with the Merger and the associated transactions; 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, whether the result of market events or otherwise; events or circumstances that undermine confidence in the financial markets or otherwise have a broad impact on financial markets, such as the sudden instability or collapse of large financial institutions or other significant corporations, terrorist attacks, natural or man-made disasters, or threatened or actual armed conflicts; declines in the value of single-family residential 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 convert the properties it acquires into rental homes generating attractive returns and to effectively control the timing and costs relating to the renovation and operation of the properties; 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 failure of residents to pay rent when due or otherwise perform their lease obligations; the Company’s ability to effectively manage its portfolio of rental homes; the concentration of credit risks to which the Company is exposed; the rates of default or decreased recovery rates on the Company’s target assets; the adequacy of the Company’s cash reserves and working capital; potential conflicts of interest with Starwood Capital Group Global, L.P., Colony Capital, LLC, Colony NorthStar, Inc. and their affiliates and managed investment activities; the timing of cash flows, if any, from the Company’s investments; the Company’s expected leverage; financial and operating covenants contained in the Company’s credit facilities and securitizations that could restrict its 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; actions and initiatives of the U.S., state and municipal governments and changes to governments’ policies that impact the economy generally and, more specifically, the housing and rental markets; changes in governmental regulations, tax laws (including changes to laws governing the taxation of real estate investment trusts (“REITs”)) 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 its subsidiaries to qualify as a REIT for U.S. federal income tax purposes and the ability of certain of the Company’s subsidiaries to qualify as taxable REIT subsidiaries 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; the occurrence of any event, change or other circumstance that would compromise the Company’s ability to complete the GI Portfolio Acquisition in the time frame, on the terms or in the manner currently anticipated or at all; 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 the reports and other documents filed by the Company with the Securities and Exchange Commission from time to time. Except as required by law, the Company is under no duty to, and the Company does not intend to, update any of the forward-looking statements appearing herein, whether as a result of new information, future events or otherwise.

Investor Relations
Colony Starwood Homes
480-800-3490
ir@colonystarwood.com

Source: Colony Starwood Homes