UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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Starwood Real Estate Income Trust, Inc.
(Name of Subject Company (Issuer))
Cox Capital General Partner, LLC
Cox Capital Partners Special Situations Fund, LP
Saba Capital Management GP, LLC
Saba Capital Management, L.P.
Saba Capital Tender SPV I, LLC
(Name of Filing Person (Offeror))
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Class I Shares of Common Stock, par value $0.01 per share
Class S Shares of Common Stock, par value $0.01 per share
(Titles of Classes of Securities)
None
(CUSIP Number of Shares of Beneficial Interest)
_______________________________
Cox Capital Partners
John Cox
1333 Race Street
Philadelphia, PA 19107
(484) 840-5281
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
_______________________________
With a copy to:
McDermott Will & Schulte
David A. Curtiss
919 Third Avenue
New York, NY 10022
Telephone: (212) 756-2715
Email: dcurtiss@mcdermottlaw.com
_______________________________
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 1 (“Amendment No. 1”) to the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto and the exhibits thereto, the “Schedule TO”) amends and supplements the Tender Offer Statement originally filed on March 5, 2026 by Cox Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (the “Purchaser”). This Amendment No. 1 and the Schedule TO relate to the Offer by the Purchaser to purchase up to 10,126,353 Class I Shares of Common Stock, par value $0.01 per share and 9,533,647 Class S Shares of Common Stock, par value $0.01 per share (collectively, the “Shares”) of Starwood Real Estate Income Trust, Inc. (the “Company”) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 5, 2026 (the “Offer to Purchase”), and in the related assignment form (the “Assignment Form”), copies of which are filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
Capitalized terms used, but not otherwise defined, in this Amendment No. 1 shall have the meanings ascribed to them in the Offer to Purchase. Except as set forth below, the information set forth in the Schedule TO and the Offer to Purchase remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 1.
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
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(a)(5)(vi)**
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Internet Advertisements dated March 6, 2026.
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(a)(5)(vii)**
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Boaz Weinstein — InsideAlts Video Transcript
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(a)(5)(viii)**
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Boaz Weinstein — Bloomberg, ‘Boaz Weinstein Is ‘Buying Pessimism’ With Discount Bids on Private
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