Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

On November 5, 2021, Invitation Homes Operating Partnership LP (the "Issuer"), a Delaware limited partnership and the principal operating subsidiary of Invitation Homes Inc., a Maryland corporation (the "Company"), closed an underwritten public offering of $600 million aggregate principal amount of its 2.300% Senior Notes due 2028 (the "2028 Notes") and $400 million aggregate principal amount of its 2.700% Senior Notes due 2034 (the "2034 Notes" and, together with the 2028 Notes, the "Notes").

The 2028 Notes

The 2028 Notes are fully and unconditionally guaranteed (the "2028 Guarantees"), jointly and severally, by the Company, Invitation Homes OP GP LLC, a Delaware limited liability company, the sole general partner of the Issuer and a wholly-owned subsidiary of the Company (the "General Partner"), and IH Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("IH Merger Sub" and, together with the Company and the General Partner, the "Guarantors"). The terms of the 2028 Notes are governed by an indenture, dated as of August 6, 2021 (the "Base Indenture"), by and among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a second supplemental indenture, dated as of November 5, 2021 (the "Second Supplemental Indenture" and, together with the Base Indenture, the "2028 Notes Indenture"), by and among the Issuer, the Guarantors and the Trustee. The 2028 Notes Indenture contains various restrictive covenants, including requirements to maintain a certain percentage of total unencumbered assets by the Company. Copies of the Base Indenture and the Second Supplemental Indenture, including the form of 2028 Notes and the 2028 Guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

Under certain circumstances, the 2028 Notes Indenture will require certain of the Company's subsidiaries (other than the Issuer, the General Partner and IH Merger Sub) to guarantee the 2028 Notes in the future if, and for so long as, such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of the Issuer's revolving credit facility.

The purchase price paid by the underwriters for the 2028 Notes was 99.246% of the principal amount thereof. The 2028 Notes are the Issuer's senior unsecured obligations and rank equally in right of payment with all of the Issuer's other existing and future senior unsecured indebtedness. However, the 2028 Notes are effectively subordinated in right of payment to: (i) all of the Issuer's existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness); (ii) all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Issuer's subsidiaries that do not guarantee the 2028 Notes and of any entity the Issuer accounts for using the equity method of accounting; and (iii) all preferred equity not owned by the Issuer, if any, in any of the Issuer's subsidiaries that do not guarantee the 2028 Notes and in any entity the Issuer accounts for using the equity method of accounting. The 2028 Notes bear interest at 2.300% per annum. Interest is payable on May 15 and November 15 of each year, beginning May 15, 2022, until the maturity date of November 15, 2028.

The 2028 Notes will be redeemable in whole at any time or in part from time to time, at the Issuer's option, at a redemption price equal to the sum of:





     •    100% of the principal amount of the 2028 Notes to be redeemed plus
          accrued and unpaid interest, if any, up to, but not including, the
          redemption date; and




  •   a make-whole premium calculated in accordance with the 2028 Notes Indenture.

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Notwithstanding the foregoing, if any of the 2028 Notes are redeemed on or after September 15, 2028 (two months prior to the maturity date of the 2028 Notes), the redemption price will not include a make-whole premium.

Certain events are considered events of default, which may result in the accelerated maturity of the 2028 Notes, including:





     •    default for 30 days in the payment of any installment of interest under
          the 2028 Notes;




     •    default in the payment of the principal amount or any other portion of
          the redemption price due with respect to the 2028 Notes, when the same
          becomes due and payable;




     •    failure by the Issuer or any Guarantor to comply with any of the Issuer's
          or any Guarantor's respective other agreements in the 2028 Notes, the
          2028 Guarantees or the 2028 Notes Indenture with respect to the 2028
          Notes upon receipt by the Issuer of notice of such default by the Trustee
          or by holders of not less than 25% in principal amount of the 2028 Notes
          then outstanding and the Issuer's failure to cure (or obtain a waiver of)
          such default within 60 days after the Issuer receives such notice;




     •    failure to pay any Debt (as defined in the 2028 Notes Indenture) (other
          than Non-Recourse Debt (as defined in the 2028 Notes Indenture)) for
          monies borrowed by the Issuer, the Company or any of their respective
          Significant Subsidiaries (as defined in the 2028 Notes Indenture) in an
          outstanding principal amount in excess of $50.0 million at final maturity
          or upon acceleration after the expiration of any applicable grace period,
          which Debt (other than Non-Recourse Debt) is, or has become, the primary
          obligation of the Issuer or the Company and is not discharged, or such
          default in payment or acceleration is not cured or rescinded, within 60
          days after written notice to the Issuer from the Trustee (or to the
          Issuer and the Trustee from holders of at least 25% in principal amount
          of the outstanding 2028 Notes);




     •    the 2028 Guarantee of any Guarantor ceases to be in full force and effect
          (except as contemplated by the terms of the 2028 Notes Indenture) or is
          declared null and void in a judicial proceeding or a Guarantor denies or
          disaffirms its obligations under the 2028 Notes Indenture or its 2028
          Guarantee, except by reason of the release of such 2028 Guarantee in
          accordance with provisions of the 2028 Notes Indenture; or




     •    certain events of bankruptcy, insolvency or reorganization, or court
          appointment of a receiver, liquidator or trustee of the Issuer or any
          Guarantor or any Significant Subsidiary or all or substantially all of
          their respective property.

The 2034 Notes

The 2034 Notes are fully and unconditionally guaranteed (the "2034 Guarantees"), jointly and severally, by the Guarantors. The terms of the 2034 Notes are governed by the Base Indenture, as supplemented by a third supplemental indenture, dated as of November 5, 2021 (the "Third Supplemental Indenture" and, together with the Base Indenture, the "2034 Notes Indenture"), by and among the Issuer, the Guarantors and the Trustee. The 2034 Notes Indenture contains various restrictive covenants, including requirements to maintain a certain percentage of total unencumbered assets by the Company. Copies of the Base Indenture and the Third Supplemental Indenture, including the form of 2034 Notes and the 2034 Guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.3, respectively, to this Current Report on Form 8-K.

Under certain circumstances, the 2034 Notes Indenture will require certain of the Company's subsidiaries (other than the Issuer, the General Partner and IH Merger Sub) to guarantee the 2034 Notes in the future if, and for so long as, such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of the Issuer's revolving credit facility.

The purchase price paid by the underwriters for the 2034 Notes was 99.134% of the principal amount thereof. The 2034 Notes are the Issuer's senior unsecured obligations and rank equally in right of payment with all of the Issuer's other existing and future senior unsecured indebtedness. However, the 2034 Notes are effectively subordinated in right of payment to: (i) all of the Issuer's existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness); (ii) all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Issuer's subsidiaries that do not guarantee the 2034 Notes and of any





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entity the Issuer accounts for using the equity method of accounting; and (iii) all preferred equity not owned by the Issuer, if any, in any of the Issuer's subsidiaries that do not guarantee the 2034 Notes and in any entity the Issuer accounts for using the equity method of accounting. The 2034 Notes bear interest at 2.700% per annum. Interest is payable on January 15 and July 15 of each year, beginning July 15, 2022, until the maturity date of January 15, 2034.

The 2034 Notes will be redeemable in whole at any time or in part from time to time, at the Issuer's option, at a redemption price equal to the sum of: . . .




Item 8.01 Other Events.

On November 1, 2021, the Issuer and the Guarantors entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, with respect to the offering of the Notes, which will be fully and unconditionally guaranteed, jointly and severally, by the Guarantors. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.       Description

  1.1             Underwriting Agreement, dated as of November 1, 2021, among the
                  Issuer and the Guarantors, on the one hand, and J Wells Fargo
                  Securities, LLC, Deutsche Bank Securities Inc. and Goldman
                  Sachs & Co. LLC, as representatives of the several underwriters
                  named therein, on the other hand

  4.1             Indenture, dated as of August 6, 2021, among the Issuer, the
                  Guarantors and the Trustee, including the form of the Guarantee
                  (incorporated by reference to Exhibit 4.1 to the Current Report
                  on Form 8-K of the Company filed on August 6, 2021)

  4.2             Second Supplemental Indenture, dated as of November 5, 2021,
                  among the Issuer, the Guarantors and the Trustee, including the
                  form of the 2028 Notes

  4.3             Third Supplemental Indenture, dated as of November 5, 2021, among
                  the Issuer, the Guarantors and the Trustee, including the form of
                  the 2034 Notes

  5.1             Opinion of Venable LLP

  5.2             Opinion of Sidley Austin LLP

  23.1            Consent of Venable LLP (included in Exhibit 5.1)


  23.2            Consent of Sidley Austin LLP (included in Exhibit 5.2)


104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)




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