Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration File Nos. 333-280210, 333-280210-01, 333-280210-02, 333-280210-03
Relating to Preliminary Prospectus Supplement dated August 12, 2025
to Prospectus dated June 14, 2024
Pricing Term Sheet
Invitation Homes Operating Partnership LP
$600,000,000 4.950% Senior Notes due 2033
August 12, 2025
| Issuer: | Invitation Homes Operating Partnership LP | |
| State of Formation: | Delaware | |
| Guarantors: | Invitation Homes Inc. Invitation Homes OP GP LLC IH Merger Sub, LLC | |
| Expected Ratings* (Moody’s/S&P/Fitch): | Baa2/BBB/BBB+ (Stable/Positive/Stable) | |
| Security: | 4.950% Senior Notes due 2033 (the “Notes”) | |
| Aggregate Principal Amount: | $600,000,000 | |
| Maturity Date: | January 15, 2033 | |
| Interest Rate: | 4.950% per annum | |
| Interest Payment Dates: | January 15 and July 15, commencing January 15, 2026 | |
| Price to Public: | 99.477% of the aggregate principal amount | |
| Yield to Maturity: | 5.036% | |
| Benchmark Treasury: | 4.000% due July 31, 2032 | |
| Spread to Benchmark Treasury: | T + 100 basis points | |
| Benchmark Treasury Price / Yield: | 99-25 / 4.036% | |
| Optional Redemption: | Prior to November 15, 2032 (two months prior to the stated maturity date of the Notes) (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: | |
| • (1) (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 preliminary prospectus supplement, dated August 12, 2025) plus 15 basis points less (b) unpaid interest accrued thereon to, but not including, the redemption date; and
• (2) 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. | ||
| Trade Date: | August 12, 2025 | |
| Settlement Date: | August 15, 2025 (T+3); under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the business day preceding the delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the business day preceding their date of delivery should consult their own advisors. | |
| CUSIP/ISIN: | 46188BAH5 / US46188BAH50 | |
| Minimum Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | BofA Securities, Inc. BMO Capital Markets Corp. J.P. Morgan Securities LLC Capital One Securities, Inc. Deutsche Bank Securities Inc. M&T Securities, Inc. Mizuho Securities USA LLC Morgan Stanley & Co. LLC PNC Capital Markets LLC RBC Capital Markets, LLC Wells Fargo Securities, LLC | |
| Co-Managers: | KeyBanc Capital Markets Inc. Regions Securities LLC U.S. Bancorp Investments, Inc. BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Goldman Sach & Co. LLC Huntington Securities, Inc. Truist Securities, Inc. Citigroup Global Markets Inc. R. Seelaus & Co., LLC Scotia Capital (USA) Inc. | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each of the ratings above should be evaluated independently of any other security rating. |
The Issuer and Guarantors have filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer and Guarantors have filed with the SEC for more complete information about the Issuer and Guarantors and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer, the Guarantors, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc., toll-free: 1-800-294-1322; BMO Capital Markets Corp., toll-free: 1-800-200-0266; and J.P. Morgan Securities LLC, collect: 1-212-834-4533.
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