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$500M 4.95% notes: Invitation Homes (NYSE: INVH) sells senior 2032 debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Invitation Homes Operating Partnership LP, the main operating subsidiary of Invitation Homes Inc., completed an underwritten public offering of $500 million aggregate principal amount of 4.950% Senior Notes due 2032, fully and unconditionally guaranteed by the parent and key subsidiaries.

The notes are senior unsecured obligations, rank equally with the issuer’s other senior unsecured debt, and are effectively subordinated to secured debt and liabilities of non‑guarantor subsidiaries. Interest is paid at 4.950% per year on February 1 and August 1, starting February 1, 2027, until maturity on February 1, 2032.

Underwriters purchased the notes at 98.691% of principal. The notes are redeemable before January 1, 2032 at a make‑whole redemption price and at 100% of principal plus accrued interest on or after that date. The issuance was made under an existing shelf registration, base prospectus, and prospectus supplement.

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Insights

$500M 4.950% senior notes extend fixed‑rate REIT funding.

Invitation Homes’ operating partnership issued $500 million of 4.950% Senior Notes due 2032, adding long‑dated, fixed‑rate debt to its capital structure. The notes are senior unsecured and guaranteed by the parent and key subsidiaries, which supports creditor confidence.

The underwriters’ purchase price of 98.691% implies a modest original issue discount, slightly increasing the effective borrowing cost above the 4.950% coupon. Covenants in the Indenture include requirements around maintaining a specified percentage of total unencumbered assets, reinforcing balance sheet discipline.

Interest is payable semiannually beginning February 1, 2027 until maturity on February 1, 2032. Call provisions allow optional redemption before and after the January 1, 2032 par call date, giving the issuer flexibility to refinance if market rates change.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes issued $500 million aggregate principal 4.950% Senior Notes due 2032
Coupon rate 4.950% per annum Interest on Senior Notes due 2032
Underwriter purchase price 98.691% of principal Issue price paid by underwriters
Maturity date February 1, 2032 Final maturity of the notes
Interest payment dates February 1 and August 1 Semiannual payments starting February 1, 2027
Par call date January 1, 2032 Date after which notes redeemable at 100% of principal
Indenture financial
"The terms of the Notes are governed by an indenture, dated as of August 6, 2021"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Senior Notes financial
"offering of $500 million aggregate principal amount of its 4.950% Senior Notes due 2032"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Guarantees financial
"The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by the Company"
A guarantee is a formal promise by one party to back another party’s obligation, such as a loan, payment, or contractual duty; if the primary party fails, the guarantor must fulfill the obligation. For investors, guarantees act like a safety net that can reduce the risk of loss but depend on the guarantor’s financial strength—if the guarantor is weak, the protection may be limited.
senior unsecured obligations financial
"The Notes are the Issuer’s senior unsecured obligations and rank equally in right of payment"
Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.
shelf registration statement regulatory
"The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
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FAQ

What type of financing did Invitation Homes (INVH) complete?
Invitation Homes’ operating partnership completed an underwritten public offering of $500 million aggregate principal amount of 4.950% Senior Notes due 2032. These fixed-rate notes add long-term debt financing, supported by guarantees from the parent company and key subsidiaries.

What is the interest rate and maturity of Invitation Homes’ new notes?
The new Invitation Homes notes bear interest at 4.950% per annum and mature on February 1, 2032. Interest is payable semiannually on February 1 and August 1 each year, starting February 1, 2027, providing predictable fixed-rate funding through 2032.

How much did underwriters pay for Invitation Homes’ 2032 notes?
Underwriters purchased Invitation Homes’ 4.950% Senior Notes due 2032 at 98.691% of their principal amount. This original issue discount means the issuer receives slightly less than face value while paying the full 4.950% coupon to investors over the life of the notes.

Are Invitation Homes’ new 4.950% notes secured or unsecured?
The 4.950% Senior Notes due 2032 are senior unsecured obligations of the issuer. They rank equally with existing and future senior unsecured indebtedness but are effectively subordinated to secured debt and liabilities of non‑guarantor subsidiaries and certain preferred equity interests.

Who guarantees Invitation Homes’ 4.950% Senior Notes due 2032?
The notes are fully and unconditionally guaranteed, jointly and severally, by Invitation Homes Inc., Invitation Homes OP GP LLC, and IH Merger Sub, LLC. Under certain circumstances, additional subsidiaries must guarantee the notes if they support the issuer’s revolving credit facility.

Can Invitation Homes redeem the 2032 notes before maturity?
Yes. Before January 1, 2032, the issuer may redeem the notes at a make‑whole redemption price plus accrued interest. On or after that par call date, the notes are redeemable at 100% of principal plus unpaid interest up to, but excluding, the redemption date.
false 0001687229 0001687229 2026-07-08 2026-07-08
 
 

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): July 8, 2026

 

 

Invitation Homes Inc.

(Exact Name of Registrant as Specified in its charter)

 

 

 

Maryland   001-38004   90-0939055

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

5420 LBJ Freeway, Suite 600

Dallas, Texas 75240

(Address of principal executive offices, including zip code)

(972) 421-3600

(Registrant’s telephone number, including area code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading
Symbol(s)

  

Name of Each Exchange
on Which Registered

Common stock, $0.01 par value   INVH   New York Stock Exchange
Indicate by check mark
    NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

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 July 8, 2026, 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 $500 million aggregate principal amount of its 4.950% Senior Notes due 2032 (the “Notes”).

The Notes are fully and unconditionally guaranteed (the “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 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 Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a ninth supplemental indenture, dated as of July 8, 2026 (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Issuer, the Guarantors and the Trustee. The 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 Ninth Supplemental Indenture, including the form of Notes and the Guarantees, 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 Indenture will require certain of the Company’s subsidiaries (other than the Issuer, the General Partner and IH Merger Sub) to guarantee the 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 Notes was 98.691% of the principal amount thereof. The 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 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 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 Notes and in any entity the Issuer accounts for using the equity method of accounting. The Notes bear interest at 4.950% per annum. Interest is payable on February 1 and August 1 of each year, beginning February 1, 2027, until the maturity date of February 1, 2032.

Prior to January 1, 2032 (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price in cash (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

 

  •  

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Ninth Supplemental Indenture) plus 15 basis points less (b) unpaid interest accrued thereon to, but not including, the redemption date; and

 

  •  

100% of the principal amount of the Notes to be redeemed,

plus, in either case, unpaid interest accrued thereon to, but not including, the redemption date.

On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price in cash equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest accrued thereon to, but not including, the redemption date.

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

 

  •  

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

 

  •  

default in the payment of the principal amount or any other portion of the redemption price due with respect to the 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 Notes, the Guarantees or the Indenture with respect to the 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 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 Indenture) (other than Non-Recourse Debt (as defined in the Indenture)) for monies borrowed by the Issuer, the Company or any of their respective Significant Subsidiaries (as defined in the 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 Notes);

 

  •  

the Guarantee of any Guarantor ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or a Guarantor denies or disaffirms its obligations under the Indenture or its Guarantee, except by reason of the release of such Guarantee in accordance with provisions of the 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 descriptions of the Base Indenture and the Ninth Supplemental Indenture in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Base Indenture and the Ninth Supplemental Indenture, respectively.

The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on June 14, 2024 (Registration Nos. 333-280210, 333-280210-01, 333-280210-02 and 333-280210-03), a base prospectus, dated June 14, 2024, and a prospectus supplement, dated June 30, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

 

3

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

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    Ninth Supplemental Indenture, dated as of July 8, 2026, among the Issuer, the Guarantors and the Trustee, including the form of the 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)

 

4

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.

 

    INVITATION HOMES INC.
Date: July 8, 2026     By:  

/s/ Mark A. Solls

      Name: Mark A. Solls
      Title:  Executive Vice President, Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

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