UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2014 (June 26, 2014)

 

 

Starwood Waypoint Residential Trust

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-36163   80-6260391

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1999 Harrison Street

Oakland, CA

  94612
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:

(510) 250-2200

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On June 26, 2014, Starwood Waypoint Residential Trust (the “Company”), as guarantor, PrimeStar Fund I, L.P., (“PrimeStar LP”), a limited partnership in which the Company owns, indirectly, the majority of the general partnership and limited partnership interests, and Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee of PrimeStar-H Fund I Trust (“PrimeStar Trust”), a trust in which the Company owns, indirectly, the majority of the beneficial trust interests, entered into Amendment No. 1 (the “Amendment”) to the Master Repurchase Agreement (the “Repurchase Agreement” and, as so amended, the “Amended Repurchase Agreement”) with Deutsche Bank AG, Cayman Islands Branch (the “Buyer”). The Amended Repurchase Agreement will be used to finance the acquisition of pools or groups of mortgage loans secured by residential real property (“Mortgage Loans”) and related residential real property (“REO”) by the Company and the Company’s wholly-owned subsidiaries as more particularly described in the Amended Repurchase Agreement. The Amended Repurchase Agreement and the ancillary transaction documents provide maximum financings by the Buyer of up to $500 million (the “Facility”).

Advances under the Amended Repurchase Agreement accrue interest at a per annum pricing rate based on 30 day LIBOR (or a conduit costs of funds rate if a Buyer sponsored conduit is utilized) plus a spread. During the existence of an Event of Default (as defined in the Amended Repurchase Agreement), interest accrues at the post default rate, which is based on the applicable pricing rate in effect on such date plus an additional spread. The initial maturity date of the Facility is September 11, 2015, subject to a one year extension option, which may be exercised by PrimeStar LP upon the satisfaction of certain conditions set forth in the Amended Repurchase Agreement and ancillary transaction documents.

The Company previously provided a Guaranty (the “Guaranty Agreement”), in connection with the Repurchase Agreement. Under the Guaranty Agreement the Company guarantees the obligations of PrimeStar LP under the Amended Repurchase Agreement and ancillary transaction documents.

The Amended Repurchase Agreement and ancillary transaction documents, including the Guaranty Agreement, contain various affirmative and negative covenants including the following financial covenants applicable to the Company: (i) the adjusted tangible net worth of the Company shall not (A) decline by 35% or more during a calendar year, (B) decline by 25% or more during any calendar quarter, (C) decline by more than 50% of the Company’s highest adjusted tangible net worth from and after the date of the Amended Repurchase Agreement or (D) be less than $400 million (exclusive of the Company’s interest in Mortgage Loans and REO Properties pledged under the Facility); (ii) the ratio of total indebtedness to adjusted tangible net worth of the Company shall not be greater than 3.0 to 1.0; and (iii) the cash liquidity of the Company shall not be less than the greater of (A) $35 million and (B) 10% of the Company’s total indebtedness.

The foregoing summary of the Amended Repurchase Agreement, the Guaranty Agreement and the transactions contemplated thereby contained in this Item 1.01 does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Amended Repurchase Agreement and the Guaranty Agreement. A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference. Copies of the Repurchase Agreement and the Guaranty Agreement were previously filed as exhibits to the Company’s Current Report on Form 8-K filed on March 13, 2014.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.

 

2

Item 7.01. Regulation FD Disclosure.

June 27 th Press Release

On June 27, 2014, the Company issued a press release announcing (1) it had entered into the Amendment described in Item 1.01 above and (2) it had purchased 1,440 Mortgage Loans for an aggregate purchase price of $117.0 million. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Private Offering of Convertible Senior Notes

On June 30, 2014, the Company issued a press release announcing that it has commenced a private offering of $150 million aggregate principal amount of its Convertible Senior Notes due 2019 (the “Convertible Senior Notes”). The Company plans to grant the initial purchasers a 30-day option to purchase up to an additional $22.5 million aggregate principal amount of Convertible Senior Notes. The Company intends to use the net proceeds from the offering to acquire additional homes and distressed and non-performing residential mortgage loans, to repurchase its common shares of beneficial interest (“Common Shares”) and for general business purposes. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated herein by reference.

Neither the Convertible Senior Notes nor the Common Shares that may be issued upon conversion thereof will be registered under the Securities Act of 1933, as amended (the “Securities Act”). Neither the Convertible Senior Notes nor the Common Shares that may be issued upon conversion thereof may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.

Recent Developments

For the period from April 1, 2014 to May 31, 2014, the Company acquired an aggregate of 1,247 additional owned homes (consisting of 603 homes acquired in April 2014 and 644 homes acquired in May 2014) with an aggregate investment, inclusive of acquisition and actual and expected renovation costs, of approximately $192.0 million and did not acquire any distressed and non-performing residential mortgage loans. As a result, as of May 31, 2014, the Company’s portfolio consisted of 10,413 owned homes and homes underlying distressed and non-performing residential mortgage loans, including (1) 8,442 homes (excluding 234 homes that the Company did not intend to hold for the long term) with an aggregate investment, inclusive of acquisition and actual and expected renovation costs, of approximately $1.2 billion and an average monthly rent per leased home of $1,410 and (2) distressed and non-performing residential mortgage loans with an unpaid principal balance (“UPB”) of $533.5 million, a total purchase price of $289.5 million and total BPO value of $473.8 million that are secured by first liens on 1,971 homes. As of May 31, 2014, the Company’s homes that were rent ready for more than 90 days were approximately 97.6% leased, and the Company’s homes that were owned by the Company for 180 days or longer were approximately 93.7% leased. As of the same date, the Company’s distressed and non-performing residential mortgage loan portfolio had a weighted average loan-to-value, which is based on the ratio of UPB to BPO weighted by each loan’s UPB as of its respective acquisition date, of 134.8%.

Subsequent to May 31, 2014, the Company has acquired or entered into agreements that the Company expects to close by the end of June 2014 to acquire an aggregate of 550 additional owned homes with an aggregate investment, inclusive of acquisition and actual and expected renovation costs, of approximately $85.0 million and acquired a portfolio of distressed and non-performing residential mortgage loans for a total purchase price of $117.0 million that is secured by liens on 1,441 homes. The purchase price for the portfolio of distressed and non-performing residential mortgage loans represents approximately 61.8% of the total UPB of $189.4 million and 68.2% of the total BPO value of $171.6 million. There can be no assurance that the Company will close on the homes for which it has entered into agreements to acquire.

In addition, the Company is in the process of negotiating a number of potential acquisitions of homes and distressed and non-performing residential mortgage loans in select markets. The Company does not believe that such acquisitions are probable at this time. There can be no assurance that the Company will ultimately acquire any such residential assets on favorable terms, or at all.

 

3

As of March 31, 2014, the Company’s annualized turnover rate, defined as the number of move-outs in a month divided by the number of leased homes owned at the start of such month multiplied by 12, was approximately 30.0%. For the three months ended March 31, 2014, the Company’s leased home portfolio net operating income (“NOI”) margin (as defined below) was 60.3%.

The Company defines its leased home portfolio NOI margin as its total leased home portfolio NOI divided by (1) rental revenues less (2) allowance for doubtful accounts. The Company defines total leased home portfolio NOI as total stabilized portfolio NOI less property operating expenses on vacant stabilized homes. The Company defines total stabilized portfolio NOI as total revenues on its stabilized portfolio less property operating and maintenance expenses and real estate taxes and insurance expenses (“property operating expenses”) on the stabilized portfolio. The Company defines total non-stabilized portfolio NOI as total revenues on the non-stabilized portfolio less property operating expenses on the non-stabilized portfolio. The Company defines total NPL portfolio NOI as gains on non-performing loans, net and gains on loan conversions, net less mortgage loan servicing costs. The Company defines total NOI as total revenues less property operating expenses and mortgage loan servicing costs. The Company considers these NOI measures to be supplemental measures of its operating performance to net income attributable to common shareholders because they reflect the operating performance of its homes without allocation of corporate level overhead or general and administrative costs and reflect the operations of the segments and sub-segments of its business.

The following table sets forth a reconciliation of net loss attributable to common shareholders to these NOI measures and a calculation of leased home portfolio NOI margin:

 

Reconciliation of Net Loss to NOI       
($ in thousands)    For the Three
Months Ended
March 31, 2014 		 

Reconciliation of net loss to stabilized home portfolio NOI

  

Net loss attributable to common shareholders

   $ (15,308 ) 

Add (deduct) adjustments to get to total NOI

  

Non-performing loan management fees and expenses

     2,006   

General and administrative

     5,815   

Investment management fees

     2,757   

Separation costs

     3,543   

Acquisition pursuit costs and property management engagement costs

     554   

Interest expense, including amortization

     1,500   

Depreciation and amortization

     5,473   

Impairment of real estate

     834   

Loss on sales of investments in real estate, net

     145   

Income tax expense

     135   

Net loss attributable to non-controlling interests

     (10 ) 
  

 

 

 

Total NOI

     7,444   

Add (deduct) adjustments to get to total stabilized home portfolio NOI

  

NPL portfolio NOI components:

  

Gain on non-performing loans, net

     (1,843 ) 

Gain on loan conversions, net

     (5,414 ) 

Mortgage loan servicing costs

     4,882   
  

 

 

 

Deduct: Total NPL NOI

     (2,375 ) 

Non-stabilized portfolio NOI components:

  

Property operating expenses on non-stabilized homes

     2,563   
  

 

 

 

Add: Total Non-stabilized portfolio NOI

     2,563   
  

 

 

 

Total stabilized portfolio NOI

     7,632   

Add (deduct) adjustments to get to total leased home portfolio NOI

  

Property operating expenses on vacant stabilized homes

     355   
  

 

 

 

Total leased home portfolio NOI

   $ 7,987   
  

 

 

 

Calculation of leased homes portfolio margin:

  

Rental revenues

   $ 13,765   

Less: Allowance for doubtful accounts

     (509 ) 
  

 

 

 

Total rental revenues

   $ 13,256   
  

 

 

 

Leased home portfolio NOI margin

     60.3 % 

These NOI measures should not be considered alternatives to net loss or net cash flows from operating activities, as determined in accordance with U.S. generally accepted accounting principles (“GAAP”), as indications of the Company’s performance or as measures of the Company’s liquidity. Although the Company uses these non-GAAP measures for comparability in assessing their performance against other real estate investment trusts (“REITs”), not all REITs compute the same non-GAAP measures. Accordingly, there can be no assurance that the Company’s basis for computing these non-GAAP measures are comparable with that of other REITs.

References in this Item 7.01 to “homes” refer to single-family homes; and references in this Item 7.01 to “distressed and non-performing residential mortgage loans” refer to residential first mortgage loans where the borrowers have not made payments for over 90 days or have previously had delinquencies, modifications or bankruptcies and which are either in the process of foreclosure or in a pre-foreclosure delinquency stage.

References in this Item 7.01 to “average monthly rent per leased home” refer to average monthly contractual cash rent as of May 31, 2014. Average monthly cash rent is presented before rent concessions and “Waypoints” under the Company’s rental incentive program (“Waypoints”). To date, rent concessions and Waypoints have been utilized on a limited basis and have not had a significant impact on the Company’s average monthly rent. If the use of rent concessions and Waypoints or other leasing incentives increases in the future, they may have a greater impact by reducing the average monthly rent the Company receives from leased homes.

References in this Item 7.01 to “rent ready homes” refer to homes that have both completed renovations and been deemed, pursuant to an inspection from one of the Company’s agents, to be in a condition to be rented. The Company’s policy is to have the agent perform this inspection promptly after the renovations have been completed.

References in this Item 7.01 to “BPO value” refer to the most recent broker price opinions provided to the Company by the sellers for each property in the respective portfolio or otherwise obtained by the Company, in each case prior to the Company’s purchase of the related portfolio. The Company cannot assure you that the BPOs accurately reflected the actual market value of the related property at the time of the Company’s respective purchases of distressed and non-performing residential mortgage loans or accurately reflect such market value today.

 

4

References in this Item 7.01 to “stabilized portfolio” refer to a portfolio that includes homes from the first day of initial occupancy or subsequent occupancy after a renovation. Homes are considered stabilized even after subsequent resident turnover. However, homes may be removed from the stabilized home portfolio and placed in the non-stabilized home portfolio due to renovation during the home lifecycle.

The information in this Item 7.01, including exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 8.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

10.1    Amendment No. 1, dated June 26, 2014, to the Master Repurchase Agreement, dated March 11, 2014, among Starwood Waypoint Residential Trust, PrimeStar Fund I, L.P., Wilmington Savings Fund Society, FSB and Deutsche Bank AG, Cayman Islands Branch
99.1    Press Release, dated June 27, 2014.
99.2    Press Release, dated June 30, 2014.

 

5

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    STARWOOD WAYPOINT RESIDENTIAL TRUST
Dated: June 30, 2014     By:  

/s/ Tamra D. Browne

    Name:   Tamra D. Browne
    Title:   General Counsel and Secretary

 

6

Exhibit Index

 

Exhibit
No.

  

Description

10.1    Amendment No. 1, dated June 26, 2014, to the Master Repurchase Agreement, dated March 11, 2014, among Starwood Waypoint Residential Trust, PrimeStar Fund I, L.P., Wilmington Savings Fund Society, FSB and Deutsche Bank AG, Cayman Islands Branch
99.1    Press Release, dated June 27, 2014.
99.2    Press Release, dated June 30, 2014.

 

7

Exhibit 10.1

EXECUTION VERSION

 

 

 

DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH,

as Buyer,

PRIMESTAR FUND I, L.P.,

as Seller,

WILMINGTON SAVINGS FUND SOCIETY, FSB, NOT IN ITS INDIVIDUAL CAPACITY

BUT SOLELY AS TRUSTEE OF PRIMESTAR-H FUND I TRUST, AS TRUST

SUBSIDIARY,

as Trust Subsidiary,

and

STARWOOD WAYPOINT RESIDENTIAL TRUST, AS GUARANTOR,

as Guarantor

AMENDMENT NO. 1

dated as of June 26, 2014

to the

MASTER REPURCHASE AGREEMENT

dated as of March 11, 2014

 

 

 

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT

This Amendment No. 1 to Master Repurchase Agreement, dated as of June 26, 2014 (this “ Amendment ”), is entered into by and between Deutsche Bank AG, Cayman Islands Branch, as buyer (“ Buyer ”), Primestar Fund I, L.P., as seller (“ Seller ”), Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Trustee of Primestar-H Fund I Trust, as trust subsidiary (“ Trust Subsidiary ”) and Starwood Waypoint Residential Trust, as guarantor (“ Guarantor ”). Any capitalized terms not defined herein shall have the meaning assigned to such term in the Master Repurchase Agreement (as defined below).

WHEREAS, the parties hereto entered into that certain the Master Repurchase Agreement, dated as of March 11, 2014 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “ Master Repurchase Agreement ”);

WHEREAS, the parties hereto desire to amend the Master Repurchase Agreement as described below;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment .

(a) Section 2 of the Master Repurchase Agreement is hereby amended by deleting the definition of Payment Date in its entirety and replacing it with the following definition:

““ Payment Date ” means, with respect to a Purchased Asset, the 27th calendar day of the month or, if such day is not a Business Day, the next succeeding Business Day, commencing in July 2014; provided, that, with respect to such Purchased Asset, the final Payment Date shall be the related Repurchase Date.”

(b) Section 2 of the Master Repurchase Agreement is hereby amended by deleting the definition of Remittance Date in its entirety and replacing it with the following definition:

““ Remittance Date ” means the 15th calendar day of each month, commencing in July 2014.”

(c) Section 2 of the Master Repurchase Agreement is hereby amended by deleting the definition of Reporting Date in its entirety and replacing it with the following definition:

““ Reporting Date ” means the 20th calendar day of each month, commencing in July 2014.”

(d) Section 2 of the Master Repurchase Agreement is hereby amended by adding the following definition immediately after the definition of Servicer Custodial Account Control Agreement:

““ Servicer Reporting Date ” means the 15th calendar day of each month, commencing in July 2014.”

(e) Section 17.d. of the Master Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(d) Portfolio Performance Data . Seller shall furnish or cause to be furnished to Buyer and the Paying Agent for each Trust Mortgage Loan and REO Property (i) on each Reporting Date, an electronic Trust Mortgage Loan and REO Property performance data, including, without limitation, Income received, delinquency reports and volume information, broken down by product ( i.e., delinquency, foreclosure and net charge-off reports), (ii) on each Servicer Reporting Date, electronically, in a format mutually acceptable to Buyer and Seller, servicing information, including, without limitation, the Current Property Value, on an asset-by-asset basis and in the aggregate, with respect to the Trust Mortgage Loans and the REO Properties serviced by Seller, a Servicer or the Asset Manager for the month (or any portion thereof) prior to the Servicer Reporting Date and (iii) on each Servicer Reporting Date, data relating to all Servicing Advances made during the month prior to the Servicer Reporting Date, including type and amount of such Servicing Advances. In addition to the foregoing information on each Reporting Date, Seller will furnish to Buyer such information upon (i) the occurrence and continuation of an Event of Default and (ii) any Trust Mortgage Loan being modified.

Section 2. Conditions to Effectiveness of this Amendment .

(a) This Amendment shall become effective upon:

(i) the execution and delivery of this Amendment by all parties hereto; and

(ii) the execution and delivery of Amendment No. 1 to Pricing Side Letter, dated as of the date hereof (the “ PSL Amendment ”), by and among Buyer, Seller, Trust Subsidiary and Guarantor (the date on which the conditions of Section 2(a)(i) and (ii) are satisfied, the “ Amendment Effective Date ”).

(b) Effect of Amendment . Except as expressly amended and modified by this Amendment, all provisions of the Master Repurchase Agreement shall remain in full force and effect and all such provisions shall apply equally to the terms and conditions set forth herein. This Amendment shall be effective as of the Amendment Effective Date upon the satisfaction of the conditions precedent set forth in this Section 2 and shall not be effective for any period prior to the Amendment Effective Date. After this Amendment becomes effective, all references in the Master Repurchase Agreement to “this Master Repurchase Agreement,” “hereof,” “herein” or words of similar effect referring to Master Repurchase Agreement shall be deemed to be references to the Master Repurchase Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Master Repurchase Agreement other than as set forth herein.

Section 3. Representations and Warranties . Seller, Trust Subsidiary and Guarantor hereby represent and warrant that the execution and effectiveness of this Amendment shall not materially affect it, in the performance of its obligations under the Program Agreement.

 

2

Section 4. Expenses . Seller, Trust Subsidiary and Guarantor hereby agree that in addition to any costs otherwise required to be paid pursuant to the Master Repurchase Agreement, Seller, Trust Subsidiary and Guarantor shall be responsible for the payments of the reasonable and documented legal fees and out-of-pocket expenses of legal counsel to Buyer incurred in connection with the consummation of this Amendment and all other documents executed or delivered in connection therewith.

Section 5. Representations; Ratifications Covenants :

(a) In order to induce Buyer to execute and deliver this Amendment, Seller, Trust Subsidiary and Guarantor each hereby represents and warrants to Buyer that as of the date hereof, Seller, Trust Subsidiary and Guarantor are in full compliance with all of the terms and conditions of the Program Agreement and no Default or Event of Default has occurred and is continuing under the Program Agreement.

(b) The parties hereto ratify all terms of the existing Master Repurchase Agreement other than those amended hereby, and ratify those provisions as amended hereby.

(c) The Trust Subsidiary is hereby authorized and directed to execute this Amendment.

Section 6. Entire Agreement . The Master Repurchase Agreement, as amended by this Amendment, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and fully supersedes any prior or contemporaneous agreements relating to such subject matter.

Section 7. Successors and Assigns . This Amendment shall be binding upon the parties hereto and their respective successors and assigns.

Section 8. Section Headings . The various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Indenture or any provision hereof or thereof.

Section 9. GOVERNING LAW . THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 10. Counterparts . This Amendment may be executed in one or more counterparts and by the different parties hereto on separate counterparts, including without limitation counterparts transmitted by facsimile, each of which, when so executed, shall be deemed to be an original and such counterparts, together, shall constitute one and the same agreement.

[signature pages follow]

 

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH , as Buyer
By:  

/s/ Ryan M. Stark

Name:   Ryan M. Stark
Title:   Managing Director
By:  

/s/ Mary Conners

Name:   Mary Conners
Title:   Director

 

PRIMESTAR FUND I, L.P. , as Seller
By:   PrimeStar Fund I GP, L.L.C., its general partner
By:  

/s/ Nina Tran

Name:   Nina Tran
Title:   Authorized Signatory

 

STARWOOD WAYPOINT RESIDENTIAL TRUST ,

as Guarantor

By:  

/s/ Nina Tran

Name:   Nina Tran
Title:   Chief Financial Officer

 

WILMINGTON SAVINGS FUND SOCIETY, FSB , not in its individual capacity but solely as Trustee of PRIMESTAR-H FUND I TRUST , as Trust Subsidiary
By:  

/s/ Donna Lockerman

  Authorized Signatory

Amendment No. 1 to Master Repurchase Agreement

Exhibit 99.1

 

LOGO

STARWOOD WAYPOINT RESIDENTIAL TRUST

ACQUIRES LARGE POOL OF NON-PERFORMING LOANS

- AttractivelyPriced Acquisition of Over 1,440 Loans is a Significant Addition to NPL Portfolio –

- Expands Existing Warehouse Credit Facility to $500 Million -

Oakland, California (June 27, 2014) – Starwood Waypoint Residential Trust (NYSE: SWAY) (“the Company”), a leading single-family rental real estate investment trust (“REIT”), announced today that it completed a $117.0 million purchase of 1,441 non-performing loans (“NPLs”). The purchase price represents approximately 61.8% of the total unpaid principal balance (“UPB”) of $189.4 million and 68.2% of the estimated broker price opinion (“BPO”) value of $171.6 million.

This acquisition represents the seventh NPL pool purchased by the Company and its predecessor entities, which in aggregate represents a total purchase price of $473.6 million. This total purchase price represents approximately 54.7% of the total UPB of $866.0 million and 64.9% of the estimated total BPO value of $729.4 million at the time of each purchase.

In addition, the Company has entered into an agreement to upsize its existing $350 million warehouse credit facility with Deutsche Bank A.G. to $500 million. The credit facility has a term expiring in September, 2015 with a one-year extension. The additional $150 million of capacity to the warehouse credit facility will be used to finance the acquisition of non-performing loan pools. At June 26, 2014, the Company had utilized approximately $252 million of capacity and had approximately $248 million of availability under the expanded credit facility.

Combined with the recent expansion of its $1.0 billion revolving credit facility secured by single-family residences, the Company has a total credit capacity for investing in single-family residences and non-performing loan pools of $1.5 billion, with the ability to expand the capacity to $1.75 billion with the accordion feature of the revolving credit facility.

Gary Beasley, Co-CEO of the Company, commented, “Despite increasing levels of competition in the NPL space, we continue to see plenty of interesting opportunities that meet our underwriting and return parameters, as evidenced by this pool and others in our pipeline. The $150 million upsizing provides us with additional capacity to continue investing in attractively-priced non-performing loan pools. We remain focused on selectively acquiring NPL pools to enhance equity returns and complement our core single-family rental home strategy, but will remain disciplined and will only acquire pools that meet our strict underwriting criteria for portfolio composition and pricing.”

Additional details on the acquisition and the terms of the credit facility may be found in the Form 8-K to be filed with the Securities and Exchange Commission.

About Starwood Waypoint Residential Trust

Starwood Waypoint Residential Trust is a REIT that acquires, renovates, leases, maintains and manages single-family homes. Starwood Waypoint Residential Trust is Reinventing Renting™ by building a leading, nationally recognized brand that is based on a foundation of respect for its residents and the communities in which it operates. The Company also invests in NPLs to supplement its growth, and seeks optimal resolutions for each loan by working with interested and qualified borrowers to find the most appropriate solutions to keep them in their homes, or alternatively converting loans into homes for rent or sale.

LOGO

 

Contact:

Investor Relations

Phone: 510-987-8308

Email: IR@waypointhomes.com

Media Relations

Phil Denning or Jason Chudoba

Phone: 203-682-8200

Phil.denning@icrinc.com , Jason.chudoba@icrinc.com ,

Exhibit 99.2

 

LOGO

STARWOOD WAYPOINT RESIDENTIAL TRUST ANNOUNCES PRIVATE

OFFERING OF CONVERTIBLE SENIOR NOTES

Oakland, California June 30, 2014 – Starwood Waypoint Residential Trust (NYSE: SWAY) (“the Company”), a leading single-family rental real estate investment trust (“REIT”), announced today that it has commenced a private offering of $150 million aggregate principal amount of Convertible Senior Notes due 2019 (the “Convertible Senior Notes”). The Company plans to grant the initial purchasers a 30-day option to purchase up to an additional $22.5 million aggregate principal amount of Convertible Senior Notes.

The Company intends to use the net proceeds from this offering to acquire additional homes and distressed and non-performing residential mortgage loans, to repurchase its common shares and for general business purposes.

The Convertible Senior Notes will be unsecured, are expected to pay interest semiannually and will be convertible under specified circumstances and during certain periods based on a conversion rate to be determined. Upon conversion, the Company will pay or deliver, subject to the terms of the indenture governing the Convertible Senior Notes, cash, common shares of the Company or a combination of cash and common shares of the Company, at the Company’s election. The Convertible Senior Notes will mature on July 1, 2019, unless repurchased or converted in accordance with their terms prior to such date. Other than to the extent necessary to preserve its status as a REIT, the Company will not have the right to redeem the Convertible Senior Notes prior to maturity. The interest rate, conversion rate and other financial terms of the Convertible Senior Notes will be determined by negotiations between the Company and the initial purchasers.

Neither the Convertible Senior Notes nor the common shares that may be issued upon conversion thereof will be registered under the Securities Act of 1933, as amended (the “Securities Act”). Neither the Convertible Senior Notes nor the common shares that may be issued upon conversion thereof may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

The Convertible Senior Notes will be offered only to qualified institutional buyers (as defined in the Securities Act), pursuant to Rule 144A under the Securities Act.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Senior Notes or the common shares issuable upon conversion of the Convertible Senior Notes, if any, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, 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

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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: expectations regarding the timing of generating revenues; changes in the Company’s business and growth strategies; volatility in the real estate industry, interest rates and spreads, the debt or equity markets, the economy generally or the rental home market specifically; events or circumstances that undermine confidence in the financial markets or otherwise have a broad impact on financial markets; 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 impact of changes to the supply of, value of and the returns on distressed and non-performing residential mortgage loans; the Company’s ability to convert the homes and distressed and non-performing residential mortgage loans the Company acquires into rental homes generating attractive returns; the Company’s ability to successfully modify or otherwise resolve distressed and non-performing residential mortgage loans; 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 manage its portfolio of rental homes; the concentration of credit risks to which the Company is exposed; the availability, terms and deployment of short-term and long-term capital; the adequacy of the Company’s cash reserves and working capital; the Company’s relationships with Starwood Capital Group and the Company’s manager and their ability to retain qualified personnel; potential conflicts of interest; unanticipated increases in financing and other costs; the Company’s expected leverage; 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 to qualify as a REIT for U.S. federal income tax purposes; and estimates relating to the Company’s ability to make distributions to the Company’s shareholders in the future. 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 offering memorandum, whether as a result of new information, future events or otherwise.

Contact:

Investor Relations

Phone: 510-987-8308

Email: IR@waypointhomes.com

Media Relations

Phil Denning or Jason Chudoba

Phone: 203-682-8200

Phil.denning@icrinc.com , Jason.chudoba@icrinc.com ,