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Invitation Homes Inc. – ‘424B3’ on 10/16/17

On:  Monday, 10/16/17, at 6:13am ET   ·   Accession #:  1193125-17-310304   ·   File #:  333-220543

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/16/17  Invitation Homes Inc.             424B3                  1:5.8M                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                          HTML   3.90M 

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As filed pursuant to Rule 424(B)(3)
Registration No. 333-220543

JOINT PROXY STATEMENT/INFORMATION STATEMENT AND PROSPECTUS

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

October 16, 2017

To the Stockholders of Invitation Homes Inc. and the Shareholders of Starwood Waypoint Homes:

The board of directors (the “INVH Board”) of Invitation Homes Inc. (“INVH”) and the board of trustees (the “SFR Board”) of Starwood Waypoint Homes (“SFR”) each has approved an Agreement and Plan of Merger, dated as of August 9, 2017 (the “Merger Agreement”), by and among INVH, Invitation Homes Operating Partnership LP (“INVH LP”), IH Merger Sub, LLC (“REIT Merger Sub”), SFR and Starwood Waypoint Homes Partnership, L.P. (“SFR LP”), pursuant to which SFR will merge with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly-owned subsidiary of INVH (the “REIT Merger”), and as promptly as practicable thereafter, SFR LP will merge with and into INVH LP, with INVH LP surviving as a subsidiary of INVH (together with the REIT Merger, the “Mergers”). The combined company resulting from the REIT Merger will retain the name “Invitation Homes Inc.” and will continue to trade on the New York Stock Exchange under the symbol “INVH.”

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the REIT Merger, each outstanding common share of beneficial interest, par value $0.01 per share, of SFR (a “SFR Common Share”) (other than those owned by any wholly-owned subsidiary of SFR, or by INVH, REIT Merger Sub or any subsidiary of INVH, which will be automatically cancelled and retired and cease to exist) will be converted into the right to receive 1.6140 newly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of INVH (the “INVH Common Stock”).

SFR will hold a special meeting of its shareholders. SFR’s special meeting will be held at 2021 McKinney Avenue, Suite 2000, Dallas, Texas 75201 on November 14, 2017, at 8:00 a.m., Central Time. At the SFR special meeting, the SFR common shareholders will be asked (i) to consider and vote on a proposal to approve the REIT Merger (the “REIT Merger Proposal”), (ii) to consider and vote on a non-binding advisory proposal to approve compensation arrangements for certain SFR executive officers in connection with the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement (the “SFR Compensation Proposal”) and (iii) to consider and vote on a proposal to approve the adjournment of the SFR special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the REIT Merger Proposal (the “SFR Adjournment Proposal”). The SFR Board has unanimously (i) approved the Merger Agreement, (ii) declared advisable and in the best interests of SFR and its shareholders the Mergers and the other transactions contemplated by the Merger Agreement, and (iii) unanimously recommended the SFR shareholders approve the REIT Merger on the terms set forth in the Merger Agreement and the other transactions contemplated by the Merger Agreement. The SFR Board has unanimously directed that the REIT Merger Proposal be submitted for consideration at a special meeting of SFR shareholders. The SFR Board unanimously recommends that SFR common shareholders vote “FOR” the REIT Merger Proposal, “FOR” the SFR Compensation Proposal and “FOR” the SFR Adjournment Proposal, if necessary or appropriate to solicit additional votes for approval of the REIT Merger Proposal.

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The INVH Board has unanimously (i) authorized and approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, including the issuance of INVH Common Stock to the SFR shareholders, as contemplated by the Merger Agreement (the “INVH Stock Issuance”), (ii) declared advisable and in the best interests of INVH and its stockholders the Mergers, the INVH Stock Issuance and the other transactions contemplated by the Merger Agreement, and (iii) recommended that the INVH stockholders approve the INVH Stock Issuance and directed that the INVH Stock Issuance and the other transactions contemplated by the Merger Agreement be submitted for consideration by the INVH stockholders. Following the execution of the Merger Agreement, certain INVH stockholders that owned, in the aggregate, 219,945,349 shares of INVH Common Stock, or approximately 70.6% of the shares of INVH Common Stock outstanding and entitled to vote on such matters as of August 10, 2017, executed a written consent in lieu of a meeting (the “INVH Written Consent”) approving the INVH Stock Issuance and the other transactions contemplated by the Merger Agreement. As a result, no further action by any other INVH stockholder is required to approve the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, including the INVH Stock Issuance.

This joint proxy statement/information statement and prospectus provides you with detailed information about the SFR special meeting, the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is included as Annex A to this joint proxy statement/information statement and prospectus. We encourage you to read this joint proxy statement/information statement and prospectus, the Merger Agreement and the other annexes to this joint proxy statement/information statement and prospectus carefully and in their entirety. In particular, you should carefully consider the discussion in the section of this joint proxy statement/information statement and prospectus entitled “Risk Factors” beginning on page 28. You may also obtain more information about each of INVH and SFR from the documents they file with the Securities and Exchange Commission (the “SEC”).

Whether or not you plan to attend the SFR special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope. You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you attend the SFR special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the SFR special meeting, please submit a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the SFR special meeting. Please note that the failure to vote SFR Common Shares is the equivalent of a vote against the REIT Merger Proposal.

Thank you in advance for your continued support.

Sincerely,

John B. Bartling Jr.		Frederick C. Tuomi
President and Chief Executive Officer Invitation Homes Inc.		Chief Executive Officer Starwood Waypoint Homes

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the securities to be issued in connection with the Mergers or passed upon the adequacy or accuracy of this joint proxy statement/information statement and prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/information statement and prospectus is dated October 16, 2017, and is first being mailed to the stockholders of INVH and the shareholders of SFR on or about October 16, 2017.

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1717 Main Street, Suite 2000

Dallas, Texas 75201

NOTICE OF ACTION BY WRITTEN CONSENT TO INVH STOCKHOLDERS—WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

To the Stockholders of Invitation Homes Inc.:

The board of directors (the “INVH Board”) of Invitation Homes Inc., a Maryland corporation (“INVH”), has approved an Agreement and Plan of Merger, dated as of August 9, 2017 (the “Merger Agreement”), by and among INVH, Invitation Homes Operating Partnership LP (“INVH LP”), IH Merger Sub, LLC (“REIT Merger Sub”), Starwood Waypoint Homes (“SFR”) and Starwood Waypoint Homes Partnership, L.P. (“SFR LP”), pursuant to which SFR will merge with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly-owned subsidiary of INVH (the “REIT Merger”), and as promptly as practicable thereafter, SFR LP will merge with and into INVH LP, with INVH LP surviving as a subsidiary of INVH (together with the REIT Merger, the “Mergers”).

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the REIT Merger, each outstanding common share of beneficial interest, par value $0.01 per share, of SFR (other than those owned by any wholly-owned subsidiary of SFR, or by INVH, REIT Merger Sub or any subsidiary of INVH, which will be automatically cancelled and retired and cease to exist) will be converted into the right to receive 1.6140 newly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of INVH (the “INVH Common Stock”).

The INVH Board has unanimously (i) authorized and approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, including the issuance of INVH Common Stock to the SFR shareholders, as contemplated by the Merger Agreement (the “INVH Stock Issuance”), (ii) declared advisable and in the best interests of INVH and its stockholders the Mergers, the INVH Stock Issuance and the other transactions contemplated by the Merger Agreement, and (iii) recommended that the INVH stockholders approve the INVH Stock Issuance and directed that the INVH Stock Issuance and the other transactions contemplated by the Merger Agreement be submitted for consideration by the INVH stockholders. Following the execution of the Merger Agreement, certain INVH stockholders that owned, in the aggregate, 219,945,349 shares of INVH Common Stock, or approximately 70.6% of the shares of INVH Common Stock outstanding and entitled to vote on such matters as of August 10, 2017, executed a written consent in lieu of a meeting (the “INVH Written Consent”) approving the INVH Stock Issuance and the other transactions contemplated by the Merger Agreement. As a result, no further action by any other INVH stockholder is required to approve the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement, including the INVH Stock Issuance.

INVH has not solicited and will not be soliciting its stockholders’ authorization or approval of the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, including the INVH Stock Issuance. INVH is furnishing this Notice of Action by Written Consent and this joint proxy statement/information statement and prospectus to provide its stockholders with material information concerning the actions taken in connection with the INVH Written Consent in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation 14C.

This joint proxy statement/information statement and prospectus provides you with detailed information about the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement.

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A copy of the Merger Agreement is included as Annex A to this joint proxy statement/information statement and prospectus. We encourage you to read this joint proxy statement/information statement and prospectus, the Merger Agreement and the other annexes to this joint proxy statement/information statement and prospectus carefully and in their entirety. You may also obtain more information about each of INVH and SFR from the documents they file with the Securities and Exchange Commission.

				By Order of the Board of Directors,
Dallas, Texas						Mark A. Solls
October 16, 2017						Executive Vice President and Chief Legal Officer

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8665 East Hartford Drive

Scottsdale, Arizona 85255

NOTICE OF SPECIAL MEETING TO SFR SHAREHOLDERS

TO BE HELD ON NOVEMBER 14, 2017

To the Shareholders of SFR:

A special meeting of shareholders of Starwood Waypoint Homes, a Maryland real estate investment trust (“SFR”), will be held at 2021 McKinney Avenue, Suite 2000, Dallas, Texas 75201 on November 14, 2017, starting at 8:00 a.m., Central Time, for the following purposes:

SFR will transact no other business at the SFR special meeting or any adjournment or postponement thereof. These items of business are described in the enclosed joint proxy statement/information statement and prospectus. The SFR board of trustees (the “SFR Board”) has designated the close of business on October 13, 2017 as the record date for the purpose of determining the shareholders who are entitled to receive notice of, and to vote at, the SFR special meeting and any adjournments or postponements of the special meeting, unless a new record date is fixed in connection with an adjournment or postponement of the special meeting. Only SFR common shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the SFR special meeting and at any adjournment or postponement of the special meeting.

The SFR Board has unanimously (i) approved the Merger Agreement, (ii) declared advisable and in the best interests of SFR and its shareholders the Mergers and the other transactions contemplated by the Merger Agreement, and (iii) unanimously recommended the SFR shareholders approve the REIT Merger on the terms set forth in the Merger Agreement and the other transactions contemplated by the Merger Agreement. The SFR Board has unanimously directed that the REIT Merger Proposal be submitted for consideration at a special meeting of SFR shareholders. The SFR Board unanimously recommends that SFR common shareholders vote “FOR” the REIT Merger Proposal, “FOR” the SFR Compensation Proposal and “FOR” the SFR Adjournment Proposal, if necessary or appropriate to solicit additional votes for approval of the REIT Merger Proposal.

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Your vote is very important, regardless of the number of SFR common shares you own. Whether or not you plan to attend the SFR special meeting, please submit a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the special meeting. Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the REIT Merger Proposal, “FOR” the SFR Compensation Proposal and “FOR” the SFR Adjournment Proposal, if necessary or appropriate. Even if you plan to attend the SFR special meeting in person, we request that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the special meeting to ensure that your shares will be represented and voted at the special meeting if you are unable to attend. You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a shareholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote in person at the special meeting.

If you do not vote on the REIT Merger Proposal, it will have the same effect as a vote by you against the approval of the REIT Merger Proposal.

If you attend the SFR special meeting, you may revoke your proxy and vote in person, even if you have previously returned your proxy card or submitted your proxy through the Internet or by telephone. If your SFR shares are held by a broker, bank, trust or other nominee, and you plan to attend the SFR special meeting, please bring to the special meeting your statement evidencing your beneficial ownership of your SFR shares. Please carefully review the instructions in the enclosed joint proxy statement/information statement and prospectus and the enclosed proxy card or the information forwarded by your broker, bank, trust or other nominee regarding each of these options.

				By Order of the Board of Trustees,
Scottsdale, Arizona						Ryan A. Berry
October 16, 2017						Executive Vice President, General Counsel and Corporate Secretary

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ADDITIONAL INFORMATION

This joint proxy statement/information statement and prospectus incorporates important business and financial information about SFR from other documents that are not included in or delivered with this joint proxy statement/information statement and prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/information statement and prospectus by requesting them from SFR’s investor relations department:

If you are an SFR shareholder:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Shareholders may call toll-free: 1-877-456-3463

Banks and brokers may call collect: 212-750-5833

or

8665 East Hartford Drive

Scottsdale, Arizona 85255

Telephone: 480-800-3490

Attention: Investor Relations

Investors may also consult INVH’s or SFR’s website for more information concerning the proposed mergers and other related transactions described in this joint proxy statement/information statement and prospectus. INVH’s website is www.invitationhomes.com. SFR’s website is www.starwoodwaypoint.com. Each company’s public filings are also available at www.sec.gov. The information contained on INVH’s and SFR’s websites is not part of this joint proxy statement/information statement and prospectus. The references to INVH’s and SFR’s websites are intended to be inactive textual references only.

If you would like to request any documents that are incorporated by reference into this joint proxy statement/information statement and prospectus, please do so by November 6, 2017 in order to receive them before the SFR special meeting.

For more information, see “Where You Can Find More Information and Incorporation by Reference” beginning on page 222.

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ABOUT THIS JOINT PROXY STATEMENT/INFORMATION STATEMENT AND PROSPECTUS

This joint proxy statement/information statement and prospectus, which forms part of a registration statement on Form S-4 (Registration Statement No. 333-220543) filed by INVH with the Securities and Exchange Commission constitutes a prospectus of INVH for purposes of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the INVH Common Stock to be issued to SFR common shareholders pursuant to the Merger Agreement, as such agreement may be amended or modified from time to time. This joint proxy statement/information statement and prospectus also constitutes an information statement and a proxy statement for INVH and SFR, respectively, for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Maryland law. In addition, it constitutes a notice of special meeting to the SFR shareholders with respect to the SFR special meeting.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/information statement and prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/information statement and prospectus. This joint proxy statement/information statement and prospectus is dated October 16, 2017, and you should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/information statement and prospectus is accurate as of any date other than that date (or, in the case of documents incorporated by reference, their respective dates). Neither the mailing of this joint proxy statement/information statement and prospectus to INVH’s stockholders or SFR’s shareholders nor the INVH Stock Issuance to SFR common shareholders in the REIT Merger pursuant to the Merger Agreement will create any implication to the contrary.

Certain holders of shares of INVH Common Stock after the Mergers identified in this joint proxy statement/information statement and prospectus under the heading “Selling Stockholders; Plan of Distribution” (referred to as the selling stockholders) may offer for sale and sell shares of INVH Common Stock they (1) receive in the Mergers or (2) may receive in connection with redemptions of INVH LP Units they receive in the Mergers.

The methods by which selling stockholders’ shares of INVH Common Stock covered by this joint proxy statement/information statement and prospectus may be sold include: (1) a block trade in which the broker-dealer so engaged will attempt to sell shares of INVH Common Stock covered by this joint proxy statement/information statement and prospectus as agent but may position and resell a portion of the block as principal to facilitate the transaction; (2) a purchase by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this joint proxy statement/information statement and prospectus or through broker-dealers acting as agents; (3) an ordinary brokerage transaction and a transaction in which the broker solicits purchasers; (4) on the New York Stock Exchange (the “NYSE”) or the over-the-counter market; (5) privately negotiated transactions, including direct sales to one or more purchasers; (6) an underwritten transaction; (7) through short sale transactions following which shares of INVH Common Stock are delivered to close out the short positions; (8) through the writing of options relating to such shares of INVH Common Stock; (9) through transfers of such shares of INVH Common Stock; and (10) through a combination of the above methods of sale.

This joint proxy statement/information statement and prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or to any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/information statement and prospectus regarding INVH has been provided by INVH and information contained in this joint proxy statement/information statement and prospectus regarding SFR has been provided by SFR.

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DEFINED TERMS

Unless stated otherwise, all references in this joint proxy statement/information statement and prospectus to:

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Mergers, the Merger Agreement, the INVH Stock Issuance and the other transactions contemplated by the Merger Agreement. We urge you to read carefully this entire joint proxy statement/information statement and prospectus, including the annexes and the other documents referred to or incorporated by reference into this joint proxy statement/information statement and prospectus, because the information in this section does not provide all of the information that might be important to you.

About the Mergers

For INVH Stockholders

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For SFR Shareholders

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SFR will transact no other business at the SFR special meeting or any adjournment or postponement thereof.

In addition, if you are not a shareholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, your broker, bank, trust or other nominee will not vote your shares in

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the absence of specific instructions from you on how to vote your shares. Because there can be no broker non-votes at the SFR special meeting, failure to provide instructions to your broker, bank, trust or other nominee on how to vote will result in your shares not being counted as present at the SFR special meeting.

For the SFR Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of the SFR Compensation Proposal, provided a quorum is present, a failure to vote, a failure to instruct your bank, broker, trust or other nominee to vote or an abstention from voting will have no effect on the outcome on a vote on the SFR Compensation Proposal.

For the SFR Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of the SFR Adjournment Proposal, provided a quorum is present, a failure to vote, a failure to instruct your bank, broker, trust or other nominee to vote or an abstention from voting will have no effect on the outcome on a vote on the SFR Adjournment Proposal.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the REIT Merger Proposal, “FOR” the SFR Compensation Proposal and “FOR” the SFR Adjournment Proposal.

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To submit your proxy by telephone, dial the toll-free telephone number set forth on the enclosed proxy card using a touch tone phone and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy card.

To submit your proxy through the Internet, visit the website set forth on the enclosed proxy card. You will be asked to provide the control number from the enclosed proxy card.

Your proxy card will indicate the deadline for submitting proxies by telephone or through the Internet.

To submit your proxy by mail, complete, date and sign the enclosed proxy card and return it as promptly as practicable in the enclosed prepaid envelope. If you sign and return your proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” the REIT Merger Proposal, the SFR Compensation Proposal and the SFR Adjournment Proposal, as applicable.

Shareholders of record will be able to vote in person at the special meeting. If you intend to vote in person, please bring proper identification, together with proof that you are a record owner of shares. If you are not a shareholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote in person at the special meeting. For more information, please read the question and answer referencing “street name” shares below.

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Your attendance at the SFR special meeting does not automatically revoke your previously submitted proxy. If you have instructed your broker, bank, trust or other nominee to vote your shares, the options described above for revoking your proxy do not apply. Instead, you must follow the directions provided by your broker, bank, trust or other nominee to change your vote.

If you hold your shares in your own name as the shareholder of record, please vote your shares by completing, signing, dating and returning the enclosed proxy card. You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. You can also attend the SFR special meeting and vote, or change your prior vote, in person.

If you are not a shareholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, then you should have received this joint proxy statement/information statement and prospectus from that nominee, along with that nominee’s voting instruction card which includes voting instructions and instructions on how to change your vote.

For Both INVH Stockholders and SFR Shareholders

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The particular consequences of the REIT Merger to each SFR shareholder depend on such shareholder’s particular facts and circumstances. SFR shareholders should consult their tax advisors to understand fully the consequences to them of the REIT Merger given their specific circumstances. For more information, see “Material U.S. Federal Income Tax Consequences” beginning on page 126.

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RISK FACTORS

In addition to other information included elsewhere in this joint proxy statement/information statement and prospectus and in the annexes to this joint proxy statement/information statement and prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 38, you should carefully consider the following risk factors in deciding whether to vote for the REIT Merger Proposal. You should also read and consider the other information in this joint proxy statement/information statement and prospectus and the other documents incorporated by reference into this joint proxy statement/information statement and prospectus. Please also see “Where You Can Find More Information and Incorporation by Reference” on page 222.

Risks Related to the Mergers

The Mergers are subject to a number of conditions which, if not satisfied or waived in a timely manner, would delay the Mergers or adversely impact INVH’s and SFR’s ability to complete the transactions.

The completion of the Mergers is subject to the satisfaction or waiver of a number of conditions. In addition, under circumstances specified in the Merger Agreement, INVH or SFR may terminate the Merger Agreement. In particular, completion of the Mergers requires the approval of the REIT Merger Proposal by the SFR common shareholders. While it is currently anticipated that the Mergers will be completed shortly after the SFR special meeting to approve the REIT Merger Proposal, there can be no assurance that the conditions to closing will be satisfied in a timely manner or at all, or that an effect, event, circumstance, occurrence, development or change will not transpire that could delay or prevent these conditions from being satisfied. Accordingly, INVH and SFR cannot provide any assurances with respect to the timing of the Closing, whether the Mergers will be completed at all and when the SFR shareholders would receive the consideration for the Mergers, if at all.

Failure to consummate the Mergers as currently contemplated or at all could adversely affect the price of INVH Common Stock or SFR Common Shares and the future business and financial results of INVH and SFR.

Completion of the Mergers is subject to the satisfaction or waiver of a number of conditions, including approval by the SFR shareholders of the REIT Merger Proposal. INVH and SFR cannot guarantee when or if these conditions will be satisfied or that the Mergers will be successfully completed. The consummation of the Mergers may be delayed, the Mergers may be consummated on terms different than those contemplated by the Merger Agreement, or the Mergers may not be consummated at all. If the Mergers are not completed, or are completed on different terms than as contemplated by the Merger Agreement, INVH and SFR could be adversely affected and subject to a variety of risks associated with the failure to complete the Mergers, or to complete the Mergers as contemplated by the Merger Agreement, including the following:

Any delay in the consummation of the Mergers or any uncertainty about the consummation of the Mergers on terms other than those contemplated by the Merger Agreement, or if the Mergers are not completed, could materially adversely affect the business, financial results and share price of INVH and SFR.

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If the Mergers do not occur, SFR may incur payment obligations to INVH.

In connection with the termination of the Merger Agreement under specified circumstances, SFR may be required to pay to INVH a termination fee of $161 million and/or an expense amount equal to $25 million. For more information, see “The Merger Agreement—Termination of the Merger Agreement.” These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of SFR from considering or proposing a competing acquisition, even if the potential competing acquirer was prepared to pay consideration with a higher per share cash value than that market value proposed to be received or realized in the Mergers, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee or expense amount that may become payable in certain circumstances under the Merger Agreement. Following the execution of the INVH Written Consent on August 10, 2017, the INVH Stockholder Approval was obtained, obviating the requirement to hold an INVH stockholder meeting, and the INVH Board is not able to terminate the Merger Agreement in connection with an alternative transaction that is more favorable to the INVH’s stockholders.

INVH and SFR and, after the Mergers, the Combined Company, are expected to incur substantial expenses related and unrelated to the Mergers.

INVH and SFR have incurred substantial accounting, financial advisory, legal and other costs, and the management teams of INVH and SFR have devoted considerable time and effort in connection with the Mergers. INVH and SFR may incur significant additional costs in connection with the completion of the Mergers or in connection with any delay in completing the Mergers or termination of the Merger Agreement, in addition to the other costs already incurred. If the Mergers are not completed, INVH and SFR will separately bear certain fees and expenses associated with the Mergers without realizing the benefits of the Mergers. In connection with the termination of the Merger Agreement under specified circumstances, SFR may be required to pay to INVH a termination fee of $161 million and/or an expense amount equal to $25 million or INVH may be required to pay to SFR a termination fee of $230 million and/or an expense amount equal to $25 million. For more information, see “The Merger Agreement—Termination of the Merger Agreement.”

If the Mergers are completed, the Combined Company expects to incur substantial expenses in connection with integrating the business, operations, network, systems, technologies, policies and procedures of the two companies. The fees and expenses may be significant and could have an adverse impact on the Combined Company’s results of operations.

Although INVH and SFR have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond the control of either INVH or SFR that could affect the total amount or the timing of the integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the transaction and integration expenses associated with the Mergers could, particularly in the near term, exceed the savings that the Combined Company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses following the completion of the Mergers.

SFR’s trustees and officers have interests in the Mergers that may be different from, or in addition to, those of SFR’s shareholders more generally.

When considering the recommendation of the SFR Board with respect to the REIT Merger Proposal and the SFR Compensation Proposal, SFR’s shareholders should be aware that trustees and executive officers of SFR have interests in the Mergers that may be different from, or in addition to, the interests of SFR’s shareholders generally and that may present actual or potential conflicts of interests. See “The Mergers—Interests of SFR’s Trustees and Executive Officers in the Mergers.” These interests may present such executive officers and trustees with actual or potential conflicts of interest. The SFR Board was aware of, and considered the interests of, its trustees and executive officers in reaching its decision to recommend that SFR’s shareholders vote for the REIT Merger Proposal and the SFR Compensation Proposal.

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The pendency of the Mergers could adversely affect INVH’s and SFR’s business and operations.

In connection with the pending Mergers, some of INVH’s or SFR’s current or prospective tenants, operators, borrowers, managers or vendors may delay or defer decisions related to their business dealings with INVH and/or SFR, which could negatively impact INVH’s and/or SFR’s revenues, earnings, cash flows and expenses, regardless of whether the Mergers are completed. In addition, under the Merger Agreement, INVH and SFR are each subject to certain restrictions on the conduct of its respective business prior to completing the Mergers. These restrictions may prevent INVH or SFR from pursuing certain strategic transactions, acquiring and disposing assets, undertaking certain capital projects, undertaking certain financing transactions and otherwise pursuing other actions that are not in the ordinary course of business, even if such actions could prove beneficial. These restrictions may impede INVH’s or SFR’s growth which could negatively impact its respective revenue, earnings and cash flows. Additionally, the pendency of the Mergers may make it more difficult for INVH or SFR to effectively retain and incentivize key personnel.

The Mergers will result in changes to the board of directors and management that may affect the strategy and operations of the Combined Company.

Following the consummation of the Mergers, the board of directors of the Combined Company will consist of eleven members, comprised of Bryce Blair, Frederick C. Tuomi, Richard D. Bronson, Michael D. Fascitelli, Jonathan D. Gray, Robert G. Harper, Jeffrey E. Kelter, John B. Rhea, Janice L. Sears, William J. Stein and Barry S. Sternlicht, with Bryce Blair to be appointed Chairman of the Combined Company’s board of directors and Michael D. Fascitelli to be appointed Chairman of the Investment Committee of the Combined Company’s board of directors. Effective as of the closing of the Mergers, the Combined Company’s executive officers are expected to include Frederick C. Tuomi as Chief Executive Officer, Ernest M. Freedman as Chief Financial Officer, Charles D. Young as Chief Operating Officer, Dallas B. Tanner as Chief Investment Officer, Arik Prawer as Chief Integration Officer and Mark A. Solls as Chief Legal Officer. This new composition of the board of directors and management team may affect the Combined Company’s business strategy and operating decisions following the closing of the Mergers. In addition, there can be no assurances that the new board of directors and management team will function effectively as a team and that there will not be any adverse effects on the Combined Company’s business as a result.

The REIT Merger is subject to SFR Shareholder Approval.

The REIT Merger cannot be completed unless SFR’s common shareholders approve the REIT Merger Proposal by the affirmative vote of the holders of a majority of all outstanding SFR Common Shares. If such approval by SFR’s shareholders is not obtained, the REIT Merger cannot be completed. The INVH Stockholder Approval has already been obtained.

INVH’s stockholders and SFR’s shareholders will be diluted by the REIT Merger.

The REIT Merger will dilute the ownership position of INVH’s stockholders and result in SFR’s shareholders having an ownership stake in the Combined Company that is smaller than their current stake in SFR. Following the INVH Stock Issuance, INVH and SFR estimate that INVH’s current stockholders will own approximately 59.1% of outstanding shares of INVH Common Stock, and SFR’s current shareholders will own approximately 40.9% of outstanding shares of INVH Common Stock immediately after the Mergers. Consequently, INVH’s stockholders and SFR’s shareholders, as a general matter, will have less influence over the Combined Company’s management and policies after the effective time of the REIT Merger than they currently exercise over the management and policies of INVH and SFR, respectively.

If the Mergers are not consummated by May 9, 2018, INVH or SFR may terminate the Merger Agreement.

Either INVH or SFR may terminate the Merger Agreement under certain circumstances, including if the Mergers have not been consummated by May 9, 2018. However, this termination right will not be available to a

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party if that party failed to fulfill its obligations under the Merger Agreement and that failure was the cause of, or resulted in, the failure to consummate the Mergers.

The market price of INVH Common Stock may decline as a result of the Mergers and the market price of INVH Common Stock after the consummation of the Mergers may be affected by factors different from those affecting the price of INVH Common Stock or the SFR Common Shares before the Mergers.

The market price of INVH Common Stock may decline as a result of the Mergers if the Combined Company does not achieve the perceived benefits of the Mergers or the effect of the Mergers on the Combined Company’s financial results is not consistent with the expectations of financial or industry analysts.

In addition, upon completion of the Mergers, INVH’s stockholders and SFR’s shareholders will own interests in the Combined Company operating an expanded business with a different mix of properties, risks and liabilities. INVH’s current stockholders and SFR’s current shareholders may not wish to continue to invest in the Combined Company, or for other reasons may wish to dispose of some or all of their INVH Common Stock. If, following the effective time of the Mergers, large amounts of INVH Common Stock are sold, the price of INVH Common Stock could decline.

Further, the Combined Company’s results of operations, as well as the market price of INVH Common Stock after the Mergers may be affected by factors in addition to those currently affecting INVH’s or SFR’s results of operations and the market prices of INVH Common Stock and the SFR Common Shares, and other differences in assets and capitalization. Accordingly, INVH’s and SFR’s historical market prices and financial results may not be indicative of these matters for the Combined Company after the Mergers.

An adverse judgment in any litigation challenging the Mergers may prevent the Mergers from becoming effective or from becoming effective within the expected timeframe.

Two putative class actions have been filed by purported shareholders of SFR challenging the Mergers. For more information regarding the putative class action, see “The Mergers—Litigation Relating to the Mergers” beginning on page 92. It is possible that SFR shareholders and INVH stockholders may file additional lawsuits challenging the Mergers or the other transactions contemplated by the Merger Agreement, which may name INVH, the INVH Board, SFR and/or the SFR Board as defendants. The outcome of such lawsuits cannot be assured, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Mergers on the agreed-upon terms, such an injunction may delay the consummation of the Mergers in the expected timeframe, or may prevent the Mergers from being consummated altogether. Whether or not any plaintiff’s claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of SFR’s and INVH’s business.

Risks Related to INVH

INVH is, and will continue to be, subject to the risks described in Part I, Item 1A in the INVH 10-K attached as Annex D to this joint proxy statement/information statement and prospectus.

Risks Related to SFR

SFR is, and will continue to be, subject to the risks described in Part I, Item 1A in SFR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in Item 8.01 in SFR’s Current Report on Form 8-K dated June 5, 2017, each as filed with the SEC and incorporated by reference into this joint proxy statement/information statement and prospectus. See “Where You Can Find More Information and Incorporation by Reference.”

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Risks Related to the Combined Company Following the Mergers

Following the REIT Merger, the Combined Company may not pay dividends at or above the rate currently paid by INVH or SFR.

Following the REIT Merger, the Combined Company’s stockholders may not receive dividends at the same rate that they did as INVH’s stockholders or SFR’s shareholders prior to the REIT Merger for various reasons, including the following:

The Combined Company’s stockholders will have no contractual or other legal right to dividends that have not been declared by its board of directors.

The Combined Company will have a significant amount of indebtedness and may need to incur more in the future.

The Combined Company will have substantial indebtedness following completion of the Mergers. In addition, in connection with executing its business strategies following the Mergers, the Combined Company expects to evaluate the possibility of acquiring additional properties and making strategic investments, and it may elect to finance these endeavors by incurring additional indebtedness. The amount of such indebtedness could have material adverse consequences for the Combined Company, including:

Moreover, to respond to competitive challenges, the Combined Company may be required to raise substantial additional capital to execute its business strategy. The Combined Company’s ability to arrange additional financing will depend on, among other factors, its financial position and performance, as well as prevailing market conditions and other factors beyond its control. If the Combined Company is able to obtain additional financing, its credit ratings could be further adversely affected, which could further raise its borrowing costs and further limit its future access to capital and its ability to satisfy its obligations under its indebtedness.

The Mergers may not be accretive to the Combined Company’s stockholders.

Because INVH Common Stock will be issued in the Mergers, it is possible that, although INVH and SFR currently expect the Mergers to be accretive to core funds from operations (“Core FFO”) per share and adjusted funds from operations (“AFFO”) per share, the Mergers may be dilutive to Core FFO per share and AFFO per share, if, among other thing, the Combined Company incurs higher than expected expenses in connection with

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the Mergers or fails to realize the cost savings and other benefits of the Mergers in a timely manner or at all. The failure of the Mergers to be accretive to the Combined Company’s stockholders could have a material adverse effect on the Combined Company’s business, financial condition and results of operations.

The unaudited pro forma condensed combined financial information included elsewhere in this joint proxy statement/information statement and prospectus may not be representative of the Combined Company’s results after the Mergers, and accordingly, you have limited financial information on which to evaluate the Combined Company following the Mergers.

The unaudited pro forma condensed combined financial information included elsewhere in this joint proxy statement/information statement and prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the Mergers been completed as of the dates indicated, nor is it indicative of the future operating results or financial position of the Combined Company following the Mergers. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the Mergers. The unaudited pro forma condensed combined financial information presented elsewhere in this joint proxy statement/information statement and prospectus is based in part on certain assumptions regarding the Mergers that INVH and SFR believe are reasonable under the circumstances. Neither INVH nor SFR can assure you that the assumptions will prove to be accurate over time.

Following the Mergers, the Combined Company may be unable to integrate INVH’s business and SFR’s business successfully and realize the anticipated synergies and other expected benefits of the Mergers on the anticipated timeframe or at all.

The Mergers involve the combination of two companies that currently operate as independent public companies. The Combined Company expects to benefit from the elimination of duplicative costs associated with supporting a public company platform and the resulting economies of scale. These savings are not expected to be fully realized until full integration, which is not expected to occur until 2019. The Combined Company will be required to devote significant management attention and resources to the integration of INVH’s and SFR’s business practices and operations. The potential difficulties the Combined Company may encounter in the integration process include the following:

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the Combined Company’s management, the disruption of the Combined Company’s ongoing business or inconsistencies in its operations, services, standards, controls, policies and procedures, any of which could adversely affect the Combined Company’s ability to maintain relationships with operators, vendors and employees, to achieve the anticipated benefits of the Mergers, or could otherwise materially and adversely affect its business and financial results.

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Because the number of shares of INVH Common Stock exchanged per SFR Common Share is fixed and will not be adjusted in the event of any change in INVH’s stock price or SFR’s share price, the value of the shares of INVH Common Stock issued by INVH and received by SFR’s shareholders may be higher or lower at the Closing than when the Merger Agreement was executed.

Upon the consummation of the REIT Merger, each SFR Common Share (other than those owned by any wholly-owned subsidiary of SFR, or by INVH, REIT Merger Sub or any subsidiary of INVH, which will be automatically cancelled and retired and cease to exist) will be converted into the right to receive shares of INVH Common Stock based on the Exchange Ratio. The Exchange Ratio is fixed in the Merger Agreement and will not be adjusted for changes in the market price of either INVH Common Stock or SFR Common Shares. Changes in the market price of INVH Common Stock prior to the REIT Merger will affect the market value of the consideration that SFR’s shareholders will receive on the closing date of the Mergers. Stock price changes may result from a variety of factors (many of which are beyond the control of either INVH or SFR), including the following factors: