false
0001465128
0001465128
2025-10-06
2025-10-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
October 6, 2025
Starwood
Property Trust, Inc.
(Exact name of registrant as specified in its
charter)
Maryland
(State or other jurisdiction of
incorporation) |
|
001-34436
(Commission File Number) |
|
27-0247747
(IRS Employer Identification No.) |
|
2340
Collins Avenue,
Suite 700 Miami
Beach,
FL |
|
33139 |
| (Address of principal |
|
(Zip Code) |
| executive offices) |
|
|
Registrant's telephone number, including area code:
(305) 695-5500
(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 per share |
STWD |
New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). 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 |
Indenture and Senior Notes due 2028
On October 6, 2025, Starwood Property Trust, Inc.,
a Maryland corporation (the “Company”), closed its private offering of $500 million aggregate principal amount of its 5.250%
unsecured senior notes due 2028 (the “Notes”), which priced on September 22, 2025. The Notes were issued under an indenture,
dated as of October 6, 2025 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee. The Notes
were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities
Act and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act.
The Notes are subject to restrictions on transfer and may only be offered or sold in transactions exempt from or not subject to the registration
requirements of the Securities Act and other applicable securities laws.
The Company intends to allocate an amount equal
to the net proceeds from the offering to finance or refinance, in whole or in part, recently completed or future eligible green and/or
social projects. Net proceeds allocated to previously incurred costs associated with eligible green and/or social projects will be available
for the repayment of indebtedness previously incurred. Pending full allocation of an amount equal to the net proceeds to eligible green
and/or social projects, the Company intends to use the net proceeds for general corporate purposes, which may include the repayment of
outstanding indebtedness under the Company’s repurchase facilities.
The Notes are senior unsecured obligations of the
Company and will mature on October 15, 2028. The Notes bear interest at a rate of 5.250% per year. Interest on the Notes will be
paid semi-annually in arrears on each April 15 and October 15, commencing April 15, 2026, to the persons who are holders
of record of the Notes on the preceding April 1 and October 1, respectively.
The following is a brief description of the terms
of the Notes and the Indenture.
Possible Future Guarantees
When the Notes are first issued they will not be
guaranteed by any of the Company’s subsidiaries and none of the Company’s subsidiaries will be required to guarantee the Notes
in the future, except that, under certain circumstances and subject to certain exceptions set forth in the Indenture, one or more of the
Company’s Domestic Subsidiaries (as defined in the Indenture) (except for certain Excluded Subsidiaries or Securitization Entities
(each as defined in the Indenture)) may be required to guarantee the payment of the Notes (the “Springing Guarantee Covenant”).
Ranking
The Notes will be:
| · | the Company’s senior unsecured obligations; |
| · | pari passu in right of payment with all of the Company’s existing
and future senior unsecured indebtedness and senior unsecured guarantees; |
| · | effectively subordinated in right of payment to all of the Company’s
existing and future secured indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness and
guarantees; |
| · | senior in right of payment to any of the Company’s future subordinated
indebtedness and subordinated guarantees; and |
| · | effectively subordinated in right of payment to all existing and future indebtedness,
guarantees and other liabilities (including trade payables) and any preferred equity of the Company’s subsidiaries (other than any
Domestic Subsidiaries that may become guarantors of the Notes). |
If any of the Company’s subsidiaries becomes
a guarantor of the Notes, its guarantee will be:
| · | a senior unsecured obligation of such guarantor; |
| · | pari passu in right of payment with all senior unsecured indebtedness
and senior unsecured guarantees of such guarantor; |
| · | effectively subordinated in right of payment to all secured indebtedness
and secured guarantees of such guarantor to the extent of the value of the assets securing such indebtedness and guarantees; and |
| · | senior in right of payment to any subordinated indebtedness and subordinated
guarantees of such guarantor. |
Such guarantor’s guarantee of the Notes and
all other obligations of such guarantor under the Indenture will automatically terminate and such guarantor will automatically be released
from all of its obligations under such guarantee and the Indenture under certain circumstances set forth in the Indenture, which may include
the permanent termination and release of such guarantee and obligations on and after any date (the “Covenant Termination Date”)
that (a) (i) if, on the Covenant Termination Date, the rating agencies that shall have most recently been selected by the Company
for this purpose are two, the Notes have investment grade credit ratings from each of those selected rating agencies, or (ii) if,
on the Covenant Termination Date, the rating agencies that shall have most recently been selected by the Company for this purpose are
three, the Notes have investment grade credit ratings from at least two of those selected rating agencies, and (b) no Default or
Event of Default (each as defined in the Indenture) has occurred and is continuing. The Springing Guarantee Covenant will also automatically
and permanently terminate and be of no further force and effect on and after the Covenant Termination Date.
Optional Redemption
Prior to July 15, 2028, the Company may redeem
some or all of the Notes at any time and from time to time at a price equal to 100% of the principal amount thereof, plus the applicable
“make-whole” premium as of, and accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption.
On and after July 15, 2028, the Company may redeem some or all of the Notes at any time and from time to time at a price equal to
100% of the principal amount thereof plus accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption.
In addition, prior to July 15, 2028, the Company
may redeem up to 40% of the Notes using the proceeds of certain equity offerings at a price equal to 105.250% of the principal amount
thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption.
Change of Control
If a Change of Control Triggering Event (as defined
in the Indenture) occurs, the Company will be required (unless the Company has exercised its right to redeem all of the Notes by sending
a notice of redemption) to offer to repurchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount
thereof plus accrued but unpaid interest to, but excluding, the applicable Change of Control Payment Date (as defined in the Indenture).
Covenants
The Indenture contains covenants that, subject
to a number of exceptions and adjustments, among other things:
| · | limit the ability of the Company and its subsidiaries to incur additional
indebtedness; |
| · | require that the Company and its subsidiaries maintain Total Unencumbered
Assets (as defined in the Indenture) of not less than 120% of the aggregate principal amount of the outstanding Unsecured Indebtedness
(as defined in the Indenture) of the Company and its subsidiaries; and |
| · | impose certain requirements in order for the Company to merge or consolidate
with another person. |
Certain of these covenants will automatically and
permanently terminate and will be of no force or effect on and after the Covenant Termination Date (as defined above).
Events of Default
The Indenture also provides for Events of Default
which, if any of them occurs, would permit or require the principal of and accrued and unpaid interest on all the outstanding Notes to
become or to be declared due and payable.
The foregoing summary of the Indenture is qualified
in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated
herein by reference.
| Item 2.03. | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
The information set forth in Item 1.01 is incorporated
herein by reference into this Item 2.03.
| Item 9.01. | Financial
Statements and Exhibits. |
(d) Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 4.1 |
|
Indenture, dated as of October 6, 2025, between Starwood Property Trust, Inc. and The Bank of New York Mellon, as trustee (including the form of Starwood Property Trust, Inc.’s 5.250% Senior Notes due 2028). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: October 6, 2025 |
STARWOOD PROPERTY TRUST, INC.
|
| |
|
|
| |
By: |
/s/ Jeffrey F. DiModica |
| |
Name: |
Jeffrey F. DiModica |
| |
Title: |
President |
