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. 2)
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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))
_______________________________
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. 2 (“Amendment No. 2”) 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. 2 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. 2 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. 2.
Offer to Purchase
The second, third, and fourth paragraphs under the heading 6. Certain Conditions of the Offer on pages 8-9 of the Offer to Purchase are hereby amended and supplemented by adding the words “in writing” after the word “threatened” appears in sections (a), (b)(i), (b)(ii), and (c).
The fifth paragraph under the heading 6. Certain Conditions of the Offer on page 9 of the Offer to Purchase is hereby amended and supplemented by adding the underlined text as follows:
(d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States that has a material adverse effect on the Company or the Company’s assets, the Company’s affiliates, any of the Purchaser or its affiliates, (v) a material change in United States or other currency exchange rates or a suspension of a limitation on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
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(a)(5)(ix)**
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Boaz Weinstein — Bloomberg Video, Video Transcript
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(a)(5)(x)**
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Social media content by Boaz Weinstein on X dated March 14, 2026.
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1
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 17, 2026
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Cox Capital General Partner, LLC
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By:
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/s/ John Cox
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Name: John Cox
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Title: Managing Member
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Cox Capital Partners Special Situations Fund, LP
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By:
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/s/ John Cox
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Name: John Cox
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Title: Chief Investment Officer
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Saba Capital Management, L.P.
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By:
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/s/ Michael D’Angelo
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Name: Michael D’Angelo
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Title: Chief Operating Officer
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Saba Capital Tender SPV I, LLC
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By:
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/s/ Michael D’Angelo
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Name: Michael D’Angelo
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Title: Authorized Person
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Saba Capital Management GP, LLC
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By:
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/s/ Michael D’Angelo
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Name: Michael D’Angelo
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Title: Authorized Person
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2
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(i)*
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Offer to Purchase, dated March 5, 2026.
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(a)(1)(ii)*
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Assignment Form.
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(a)(1)(iii)*
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Form of Notice of Withdrawal of Tender.
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(a)(5)(i)*
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Press Release dated March 5, 2026.
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(a)(5)(ii)*
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Internet Advertisements dated March 5, 2026.
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(a)(5)(iii)*†
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Consulting Agreement dated February 13, 2026.
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(a)(5)(iv)*
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Social media content by Boaz Weinstein on X dated March 5, 2026.
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(a)(5)(v)*
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Revised Press Release dated March 5, 2026.
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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 Assets’
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(a)(5)(ix)**
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Boaz Weinstein — Bloomberg Video, Video Transcript
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(a)(5)(x)**
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Social media content by Boaz Weinstead on X dated March 14, 2026.
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107*
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Filing Fee Exhibit.
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3
