AGREEMENT AND PLAN OF MERGER by and among STARWOOD WAYPOINT RESIDENTIAL TRUST, STARWOOD WAYPOINT RESIDENTIAL PARTNERSHIP, L.P., SWAY HOLDCO, LLC, COLONY AMERICAN HOMES, INC., CAH OPERATING PARTNERSHIP, L.P., COMPANY STOCKHOLDERS, COMPANY UNITHOLDERS...Merger Agreement • September 21st, 2015 • Starwood Waypoint Residential Trust • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of September 21, 2015, is by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (“Parent”), SWAY Holdco, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Starwood Waypoint Residential Partnership, L.P., a Delaware limited partnership, (the “Parent Operating Partnership”), Colony American Homes, Inc., a Maryland corporation (“Company”), CAH Operating Partnership, L.P., a Delaware limited partnership (“Company Operating Partnership”), each holder of Company common stock prior to giving effect to the Company Reorganization (as defined below) (collectively, the “Company Stockholders”), each holder of Company operating partnership units prior to giving effect to the Company Reorganization (collectively, the “Company Unitholders”) and each holder of Company common stock after giving effect to the Company Reorganization
CONTRIBUTION AGREEMENT Dated as of September 21, 2015 By and Among STARWOOD WAYPOINT RESIDENTIAL TRUST, a Maryland real estate investment trust STARWOOD WAYPOINT RESIDENTIAL PARTNERSHIP, L.P., a Delaware limited partnership STARWOOD CAPITAL GROUP...Contribution Agreement • September 21st, 2015 • Starwood Waypoint Residential Trust • Real estate investment trusts • Maryland
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is executed as of September 21, 2015 (the “Effective Date”) by and among Starwood Capital Group Global, L.P., a Delaware limited partnership (the “Contributor”), SWAY Management LLC, a Delaware limited liability company (the “Manager”), Starwood Waypoint Residential Trust, a Maryland real estate investment trust (the “REIT”), and Starwood Waypoint Residential Partnership, L.P., a Delaware limited partnership (the “OP”) owned by Starwood Waypoint Residential GP, Inc., a Delaware corporation (the “OP-General Partner”), as the sole general partner, and by the REIT as the sole limited partner. Capitalized terms used but not defined herein shall have the respective meanings set forth on Exhibit A.
