SBY Silver Bay Realty Trust Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)  

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Silver Bay Realty Trust Corp.

(Name of Registrant as Specified in its Charter)

The following is an e-mail sent by Silver Bay CEO Thomas W. Brock to Silver Bay employees on February 27, 2017:

Colleagues:

This afternoon Silver Bay announced that it has entered into a definitive merger agreement with Tricon Capital Group for the purchase of our company for $21.50 per share in cash, representing an enterprise value of $1.4 Billion which also includes the assumption of all Silver Bay debt.  The price of $ 21.50 per share represents a of 19% premium to Friday’s closing price, and a 24% premium to our 90 day trading average as of February 24, 2017.

The Board of Directors faced a very difficult decision in deciding to sell the Company at this time given the achievements made by all of you over the past few years. The Board wants to compliment and thank all of you for your dedication to this company, and for what we have collectively accomplished.

So what does this mean to each of you, individually?

The transaction is expected to close in the second quarter of this year.  Securing fair compensation for all employees of Silver Bay was part of the negotiation with Tricon to help ensure a smooth transition to the new owners. All regular employees of the company will receive a severance package to encourage you to remain with the company through the closing date or a longer identified transition period. You must remain at Silver Bay through closing date, or, where applicable, through such longer identified transaction period, to receive these benefits. For those of you that have received stock awards, those awards will vest immediately at closing, giving you $21.50 in cash for every share you own, so long as you remain at Silver Bay through the closing.

As to continuing employment in the new company, we expect that many of you may be offered jobs.  Tricon will be adding more than 9,000 homes to their platform and we expect they will need the skills, knowledge, and experience that so many of you have acquired during your employment at Silver Bay.

Over the course of the next few weeks, representatives from Tricon will be meeting with many of you to discuss your ongoing role.   We will try to expedite this process so that the period of uncertainty on your job status will be minimized.

Also, during the next few days, every one of you will be meeting with your direct manager to discuss your individual situations. Although it may be weeks until we have a final sense of who Tricon will seek to retain, your manager will give you a specific indication as to what you will receive in a transition package as we work through the transition in ownership.

In addition, we will endeavor to communicate with you as decisions are made and the transition plans become clearer.  This communication will take the form of town halls, direct meetings on location with management, and email updates. Our first of these town halls will take place later this afternoon.

In closing, I must express to you all how much I have enjoyed my brief tenure as CEO of Silver Bay.  I have been so impressed with the positive, can-do culture, and with all the wonderful people I have met throughout our national network.  You, ALL of you, have created an incredible organization and each of you should take great pride in what you have accomplished. As we work to close this transaction and to transition our homes to a new owner, I hope we can complete our task with the same level of diligence and professionalism that we have exhibited since the formation of Silver Bay, just five short years ago.

As you might expect, this announcement may generate interest from our residents, the media and stockholders.  If residents or customers have questions, direct them to the press release issued earlier today, and be sure to direct any investor or media inquiries to Griffin Wetmore

Please feel free to reach out to me, human resources, your manager or anyone in senior management to discuss questions you might have over the coming weeks and months.

Again, thank you for all of your efforts,

Tom

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Important Information About the Transaction and Where to Find It

In connection with the proposed transaction, the Silver Bay Realty Trust Corp. (the “Company”) plans to file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”), in connection with the solicitation of proxies for a meeting of Silver Bay’s stockholders to be called at a future date (the “meeting”). Promptly after filing its Proxy Statement in definitive form with the SEC, the Company will mail or otherwise furnish the Proxy Statement to each stockholder entitled to vote at the meeting. Stockholders are urged to read the Proxy Statement (including any amendments or supplements thereto) and any other relevant documents that the Company will file with the SEC when they become available because they will contain important information about the proposed transaction and related matters. Stockholders may obtain, free of charge, copies of the Proxy Statement (if and when available) and any other documents filed by the Company with the SEC in connection with the transaction at the SEC’s website (http://www.sec.gov), from the Company’s website at www.silverbayrealtytrustcorp.com or by contacting the investor relations department of the Company at: Silver Bay Realty Trust Corp., Attn: Investor Relations, 3300 Fernbrook Lane North, Suite 210, Plymouth, MN 55447, telephone (952) 358-4400.

Participation in the Solicitation

The Company and its directors, executive officers and certain other members of management and employees of the Company may be deemed to be “participants” in the solicitation of proxies from the Company’s stockholders in connection with the transaction. Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company’s stockholders in connection with the proposed transaction, which may be different than those of the Company’s stockholders generally, will be set forth in the Proxy Statement and the other relevant documents to be filed with the SEC. Company stockholders can find information about the Company and its directors and executive officers and their ownership of the Company’s common stock in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2015 which was filed with the SEC on February 26, 2016, and in its definitive proxy statement for its most recent annual meeting of stockholders, which was filed with the SEC on April 4, 2016, and in Forms 4 of directors and executive officers filed with the SEC. Additional information regarding the interests of such individuals in the transaction will be included in the Proxy Statement relating to the transaction when it is filed with the SEC.

Disclosure Regarding Forward-Looking Statements

Certain statements made in this communication may constitute “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and the Company’s future performance, as well as management’s expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts are forward-looking statements within the meaning of these laws. Forward-looking statements include statements preceded by, followed by or that include the words  “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or similar expressions. These statements are based on beliefs and assumptions of the Company’s management, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding the timeline for closing the transactions contemplated in the Merger Agreement, the market for the Company’s single-family homes, demand in the real estate market in which it operates, competitive conditions and general economic conditions. These assumptions could prove inaccurate. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond the Company’s ability to control or predict. Such factors include, but are not limited to, the following:

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·             The occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;

·              The inability to complete the proposed transaction due to the failure to obtain Company stockholder for the proposed merger or the failure to satisfy other conditions of the proposed transaction within the proposed timeframe or at all;

·             Disruption in key business activities or any impact on the Company’s relationships with third parties, including vendors and residents, as a result of the announcement of the proposed transaction;

·             The inability of the Tricon parties to obtain adequate financing to complete the proposed merger;

·              The failure of the proposed merger to close for any reason;

·            Risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction;

·             The outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the merger agreement;

·              The risk that the pendency of the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed transaction;

·              The amount of the costs, fees, expenses and charges related to the proposed transaction;

·              Real estate appreciation or depreciation in the Company’s markets and the supply of single-family homes in the Company’s markets;

·             General economic conditions in our markets, such as changes in employment and household earnings and expenses or the reversal of population, employment, or homeownership trends in our markets that could affect the demand for rental housing;

·             Uncertainties associated with the global capital markets, including the continued availability of traditional sources of capital and liquidity and related factors;

·              The Company’s ability to continue to qualify as a REIT under the Internal Revenue Code;

·             The Company LP’s ability to continue to be treated as a partnership under the Internal Revenue Code;

·             The effects of changes in accounting policies and other regulatory matters detailed in the Company’s filings with theSEC; and

·              Other factors, including the risk factors discussed in Item 1A of the Company’s Form 10-K.

Management believes these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and management undertakes no obligation to update publicly any of them in light of new information or future events.

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