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 • Colony Capital, Inc. • 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
