UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth under Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On June 21, 2024, SCREDIT Mortgage Funding Sub-2, LLC (“Sub-2”) and SCREDIT Mortgage Funding Sub-2-T, LLC (“Sub-2-T” and, together with Sub-2, the “Sellers”), each of which are indirect, wholly-owned special-purpose financing subsidiaries of Starwood Credit Real Estate Income Trust, a Maryland statutory trust (the “Company”), entered into a Master Repurchase and Securities Contract Agreement (together with the related transaction documents, the “WF Repurchase Agreement”), with Wells Fargo Bank, National Association (“Wells Fargo”), to finance the acquisition and origination by the Sellers of eligible assets as more particularly described in the WF Repurchase Agreement. The WF Repurchase Agreement provides for asset purchases by Wells Fargo of up to $250 million (the “Facility”).
Advances under the WF Repurchase Agreement accrue interest at a per annum rate equal to the Term SOFR Reference Rate (as defined in the WF Repurchase Agreement) for a one-month period plus a margin as agreed upon by Wells Fargo and the Seller for each transaction. The maturity date of the Facility is June 21, 2026, subject to three (3) one (1) year extension options, subject to satisfaction of certain customary conditions.
In connection with the WF Repurchase Agreement, the Company entered into a Guarantee Agreement (the “Guarantee”), pursuant to which the Company guarantees up to a maximum liability of 25% of the then outstanding obligations of the Sellers under the WF Repurchase Agreement. The Guarantee may become full recourse to the Company upon the commencement of a voluntary bankruptcy or insolvency proceeding by Seller or the Company or collusive involuntary bankruptcy or insolvency proceeding against Seller or the Company. The Company is also liable under the Guarantee for actual costs, expenses or liabilities actually incurred by Wells Fargo resulting from customary “bad boy” events as described in the Guarantee.
The WF Repurchase Agreement and the Guarantee contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of their type.
The foregoing descriptions of the WF Repurchase Agreement and the Guarantee do not purport to be complete and are qualified in their entirety by reference to the full text of the WF Repurchase Agreement and the Guarantee, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Master Repurchase and Securities Contract Agreement, dated June 21, 2024, by and among SCREDIT Mortgage Funding Sub-2, LLC, as Seller, SCREDIT Mortgage Funding Sub-2-T, LLC, as Seller, and Wells Fargo Bank, National Association, as Buyer | |
| 10.2 | Guarantee Agreement, dated June 21, 2024, made by Starwood Credit Real Estate Income Trust in favor of Wells Fargo Bank, National Association | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL file) | |
SIGNATURES
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.
| STARWOOD CREDIT REAL ESTATE INCOME TRUST | ||||||
| Date: June 26, 2024 | ||||||
| By: | /s/ Dennis G. Schuh | |||||
| Name: | Dennis G. Schuh | |||||
| Title: | Chief Executive Officer and President | |||||