|COLONY NORTHSTAR, INC. filed this Form SC 13D/A on 03/07/2017|
This Amendment No. 1 (Amendment No. 1) to Schedule 13D relates to the common shares, par value $0.01 per share (the Shares), of Colony Starwood Homes, a Maryland real estate investment trust (the Issuer), and amends the initial statement on Schedule 13D filed on February 7, 2017 (the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The responses to Items 5 and 6 of this Amendment No. 1 are incorporated herein by reference.
On March 1, 2017, the Issuer entered into an underwriting agreement (the Underwriting Agreement) with Colony Starwood Homes Partnership, L.P. (the OP), the underwriters party thereto (the Underwriters) and the selling shareholders party thereto, including CFI CSFR, of which Colony NorthStar is the indirect controlling entity. Pursuant to the Underwriting Agreement, the Issuer agreed to sell 9,600,000 Shares and the selling shareholders party thereto agreed to sell 10,476,891 Shares in an underwritten offering, of which CFI CSFR agreed to sell 6,591,238 Shares (the Offering). The Shares were sold in the Offering at a public offering price of $32.50. All material contingencies set forth in the Underwriting Agreement were satisfied and the Offering closed on March 7, 2017.
In addition, CFI CSFR granted the Underwriters an option to purchase an additional 992,602 Shares (the Option Shares) at the same price as the sales made in the Offering. The option granted to the Underwriters was exercisable during the 30 days following March 1, 2017. The Underwriters exercised the option in full and on March 7, 2017, the Underwriters acquired the Option Shares.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated herein by reference as Exhibit 2.
Pursuant to the terms of the Underwriting Agreement, the Issuer and its trustees and executive officers and the selling shareholders, including CFI CSFR, agreed not to sell or transfer any Shares held by them for 60 days after March 1, 2017 without first obtaining the written consent of J.P. Morgan Securities LLC, subject to certain exceptions as described in the prospectus supplement dated March 1, 2017 filed by the Issuer with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933.
Item 5 of the Schedule 13D is hereby amended by amending and restating the first paragraph of Item 5(a)-(b) as follows:
(a)-(b) Colony NorthStar may be deemed to be the beneficial owner of 7,535,967 Shares, which represent approximately 6.7% of the Issuers outstanding Shares. Colony NorthStar may be deemed to have sole power to vote and sole power to dispose of 7,535,967 Shares.