Invitation Homes Inc. (NYSE:INVH) entered into a definitive agreement to acquire Starwood Waypoint Homes (NYSE:SFR) for $4.6 billion in a merger of equals transaction on August 9, 2017. Under the terms of the agreement, each Starwood Waypoint Homes issued and outstanding common share will be converted into 1.614 Invitation Homes shares, based on a fixed exchange ratio, each outstanding restricted share unit and performance share unit of Starwood Waypoint Homes will automatically be converted into the right to receive 1.614 Invitation Homes shares and each Starwood Waypoint Homes restricted share unit that does not vest as a result of the transaction will be assumed by Invitation Homes and will be converted into an equivalent stock based incentive award unit with respect to Invitation Homes common stock. Upon the closing of the transaction, Invitation Homes stockholders will own 59.1% of the combined company’s stock, while Starwood Waypoint Homes stockholders will own 40.9% of the combined company’s stock. The transaction will also significantly increase the free float of Invitation Homes shares and reduce The Blackstone Group's ownership stake in the combined company to 41% from 70% in the current, stand-alone Invitation Homes. The all-stock merger is intended to be a tax-free transaction. The combined company will operate under the name “Invitation Homes". The combined company’s shares are expected to continue trading on the New York Stock Exchange under the ticker symbol for Invitation Homes (NYSE: INVH). Upon termination of the agreement in certain circumstances, Invitation Homes may be required to pay Starwood Waypoint Homes a termination fee of $230 million and an expense amount of $25 million or Starwood Waypoint Homes may be required to pay Invitation Homes a termination fee of $161 million and an expense amount of $25 million. The combined Board is expected to have 11 directors, consisting of six directors appointed by Invitation Homes and five directors appointed by Starwood Waypoint Homes. Bryce Blair, Current Invitation Homes Chairman, Frederick C. Tuomi, Current Starwood Waypoint Homes Board Member and Chief Executive Officer, Richard D. Bronson, Current Starwood Waypoint Homes Board Member, Michael D. Fascitelli, Current Starwood Waypoint Homes Board Member, Jonathan D. Gray, Current Invitation Homes Board Member, Robert G. Harper, Current Invitation Homes Board Member, Jeffrey E. Kelter, Current Starwood Waypoint Homes Board Member, John B. Rhea, Current Invitation Homes Board Member, Janice L. Sears, Current Invitation Homes Board Member, William J. Stein, Current Invitation Homes Board Member and Barry S. Sternlicht, Current Starwood Waypoint Homes Board Member, Chairman & Chief Executive Officer of Starwood Capital Group are expected to be the Directors of the combined company. Frederick C. Tuomi will operate as Chief Executive Officer and President of Invitation Homes. Ernest M. Freedman, Chief Financial Officer of Invitation Homes, will remain Chief Financial Officer, Charles D. Young, Chief Operating Officer of Starwood Waypoint Homes, will become Chief Operating Officer of Invitation Homes, Bryce Blair will remain Chairman and Dallas B. Tanner, Chief Investment Officer of Invitation Homes, will remain Chief Investment Officer. Larry Gorman, the Chief Technology Officer of Starwood, will be the new Chief Technology Officer of Invitation Homes. Stacey Rapier, the Chief Human Resources Officer of Invitation Homes, will remain the Chief Human Resources Officer of Invitation. The combined company will be headquartered in Dallas, Texas, and will maintain a presence in Scottsdale, Arizona. As per terms of the agreement, each of Starwood Waypoint and Invitation Homes and its subsidiaries or representatives should not solicit, initiate, encourage, facilitate or involve in any inquiry, discussion, proposal, offer or request that constitutes, or can lead to an acquisition proposal. Each of Starwood Waypoint and Invitation Homes shall notify the other part promptly, any request for non-public information relating to such party or its subsidiaries that can lead an acquisition proposal. No Starwood Waypoint entity or Invitation Homes entity shall enter into any confidentiality or similar agreement that would prohibit it from providing any of the foregoing information to the other. The transaction has been unanimously approved by the Boards of both Starwood Waypoint Homes and Invitation Homes. The transaction is subject to approval by Starwood Waypoint Homes stockholders, effectiveness of the registration statement sent to Starwood Waypoint Homes and Invitation Homes shareholders, no injunction or law prohibiting the transaction, approval for listing on the New York Stock Exchange of the Invitation Homes, accuracy of representations, material performance and compliance, receipt of tax opinions from counsel and other customary closing conditions. Following the execution of the definitive merger agreement, The Blackstone Group L.P., the majority stockholder of Invitation Homes, delivered a written consent approving the issuance of Invitation Homes common stock in the merger and the other transactions contemplated by the merger agreement. On August 9, 2017, Starwood Waypoint Homes entered into a Lock-Up agreement with The Blackstone Group. Invitation Homes has established a Special Committee of the Board of Directors for the transaction. As of October 11, 2017, the registration statement was declared effective. As of October 16, 2017, a special meeting of Starwood shareholders is scheduled on November 14, 2017, for the purpose of getting approval for the transaction. As of November 14, 2017, the shareholders of Starwood in the special meeting have approved the transaction. The transaction is expected to close by the end of 2017. As of November 14, 2017, The transaction is expected to close by November 16, 2017. The transaction is expected to be accretive to core Funds from Operations and Adjusted Funds from Operations on a run-rate basis. Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC acted as financial advisors to Invitation homes. Deutsche Bank also provided fairness of opinion to Invitation. Invitation has agreed to pay a fee of $11 million to Deutsche Bank if the transaction is consummated otherwise Invitation will pay $3 million to Deutsche Bank in case of termination. Brian M. Stadler, Patrick J. Naughton, Matt Gabbard, Erika Tang, Elizabeth Romefelt, Alex Cushman, M. Shin, Greg Ressa, Mark Semotiuk, Kat Christoforatos, Josh Bonnie, Will Golden, Jon Lindabury, Brian Gluck, Greg Grogan, Monisha Bhayana, Madeline Sprung-Keyser, Nancy Mehlman, Jackie Clinton, Jasmine Hay, Joyce Xu, Lily Chen and Adeeb Fadil of Simpson Thacher & Bartlett acted as legal advisors to Invitation Homes. Jeffrey Horwitz and Daniel Ganitsky of Morgan Stanley & Co. LLC and Evercore Group L.L.C. acted as financial advisors to Starwood for a fee of $2.5 million. Evercore also provided fairness of opinion to Starwood’s Board. Michael Gordon, Jason A. Friedhoff and Gabriel Saltarelli of Sidley Austin LLP acted as legal advisor to Starwood Waypoint Homes. Brooke Gordon, Liz Zale and Emily Claffey of Sard Verbinnen & Co acted as public relations advisors to Invitation Homes and Jason Chudoba of ICR Inc. acted as public relations advisor to Starwood Waypoint Homes. Andrew L. Bab, Usman Arain and Ashwin D. Phadnis of Debevoise & Plimpton LLP acted as legal advisor to Deutsche Bank Securities Inc. Robert B. Schumer, Ross A. Fieldston, Tarun M. Stewart and Rachael G. Coffey of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to the Special Committee of the Board of Directors of Invitation Homes. Innisfree M&A Inc. acted as Proxy solicitor to Starwood for a fee of $20,000. Jeffrey Horwitz and Daniel Ganitsky of Proskauer Rose LLP advised Morgan Stanley & Co. LLC as a legal advisor in this transaction. Invitation Homes Inc. (NYSE:INVH) completed the acquisition of Starwood Waypoint Homes (NYSE:SFR) in a merger of equals transaction on November 16, 2017.