SWDR: Third‑party tender offer for 19.66M shares

Starwood Real Estate Income Trust, Inc. is the subject of a third-party tender offer by Cox Capital Partners Special Situations Fund, L.P.

Rhea-AI Filing Summary

Starwood Real Estate Income Trust, Inc. is the subject of a third-party tender offer by Cox Capital Partners Special Situations Fund, L.P. The Offer seeks to purchase up to 10,126,353 Class I Shares and 9,533,647 Class S Shares pursuant to the Offer to Purchase dated March 5, 2026, upon the terms and subject to the conditions set forth in the Offer to Purchase. This Amendment No. 1 supplements the Schedule TO by adding exhibits, including internet advertisements and media transcripts, and otherwise incorporates the original Schedule TO by reference.

Insights

Transaction Attorney

Amendment adds marketing and media exhibits to a sizable third-party tender offer.

The filing amends the Schedule TO for an offer to purchase up to 10,126,353 Class I Shares and 9,533,647 Class S Shares, referring to the Offer to Purchase dated March 5, 2026. The amendment specifically supplements Item 12 by filing internet advertisements and media transcripts.

Timing and acceptance conditions remain those in the Offer to Purchase; the amendment does not change the stated purchase quantities. Subsequent filings may report results or further amendments per the Offer's terms.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the size of the tender offer for SWDR?

The Offer seeks to purchase 10,126,353 Class I Shares and 9,533,647 Class S Shares. These quantities are specified in the Offer to Purchase dated March 5, 2026 and reiterated in this amendment.

Who is making the tender offer for Starwood Real Estate Income Trust (SWDR)?

The Offer is made by Cox Capital Partners Special Situations Fund, L.P. with supporting filing persons including Cox Capital General Partner, LLC and Saba Capital entities, as shown in the Schedule TO amendment.

What does Amendment No. 1 change in the Schedule TO?

Amendment No. 1 supplements Item 12 by adding exhibits such as internet advertisements dated March 6, 2026 and media transcripts. It otherwise incorporates the original Schedule TO by reference.

Does the amendment alter the terms or quantities of the Offer?

No. The amendment states that, except as set forth, the information in the Schedule TO and Offer to Purchase remains unchanged and the stated purchase quantities remain as previously filed.

Where can I find the Offer to Purchase referenced in the amendment?

The Offer to Purchase dated March 5, 2026 and the Assignment Form are filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, per the exhibit index in this amendment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/11/2026 - 09:44 AM EDT Learn about SEC filing dates

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)

_______________________________

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))

_______________________________

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

_______________________________

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

		☒		third-party tender offer subject to Rule 14d-1.
		☐		issuer tender offer subject to Rule 13e-4.
		☐		going-private transaction subject to Rule 13e-3.
		☐		amendment to Schedule 13D under Rule 13d-2.

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:

		☐		Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
		☐		Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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:

(a)(5)(vi)**		Internet Advertisements dated March 6, 2026.
(a)(5)(vii)**		Boaz Weinstein — InsideAlts Video Transcript
(a)(5)(viii)**		Boaz Weinstein — Bloomberg, ‘Boaz Weinstein Is ‘Buying Pessimism’ With Discount Bids on Private

____________

** Filed herewith

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SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 11, 2026

		Cox Capital General Partner, LLC
		By:		/s/ John Cox
				Name: John Cox
				Title: Managing Member

		Cox Capital Partners Special Situations Fund, LP
		By:		/s/ John Cox
				Name: John Cox
				Title: Chief Investment Officer

		Saba Capital Management, L.P.
		By:		/s/ Michael D’Angelo
				Name: Michael D’Angelo
				Title: Chief Operating Officer

		Saba Capital Tender SPV I, LLC
		By:		/s/ Michael D’Angelo
				Name: Michael D’Angelo
				Title: Authorized Person

		Saba Capital Management GP, LLC
		By:		/s/ Michael D’Angelo
				Name: Michael D’Angelo
				Title: Authorized Person

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EXHIBIT INDEX

Exhibit No.		Description
(a)(1)(i)*		Offer to Purchase, dated March 5, 2026.
(a)(1)(ii)*		Assignment Form.
(a)(1)(iii)*		Form of Notice of Withdrawal of Tender.
(a)(5)(i)*		Press Release dated March 5, 2026.
(a)(5)(ii)*		Internet Advertisements dated March 5, 2026.
(a)(5)(iii)*†		Consulting Agreement dated February 13, 2026.
(a)(5)(iv)*		Social media content by Boaz Weinstein on X dated March 5, 2026.
(a)(5)(v)*		Revised Press Release dated March 5, 2026.
(a)(5)(vi)**		Internet Advertisements dated March 6, 2026.
(a)(5)(vii)**		Boaz Weinstein — InsideAlts Video Transcript
(a)(5)(viii)**		Boaz Weinstein — Bloomberg, ‘Boaz Weinstein Is ‘Buying Pessimism’ With Discount Bids on Private Assets’
107*		Filing Fee Exhibit.

____________

** Filed herewith

* Previously filed

† Confidential treatment is being requested with respect to portions of this exhibit that have been redacted pursuant to Rule 24b-2 under the Exchange Act.

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