UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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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 July 25, 2024, SCREDIT Mortgage Funding Sub-3, LLC (“Sub-3”) and SCREDIT Mortgage Funding Sub-3-T, LLC (“Sub-3-T” and, together with Sub-3, the “Sellers” and each, a “Seller”), 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 “MS Repurchase Agreement”), with Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”), as administrative agent for Morgan Stanley Bank, N.A., as a buyer (“Morgan Stanley”), to finance the acquisition and origination by the Sellers of eligible assets as more particularly described in the MS Repurchase Agreement. The MS Repurchase Agreement provides for asset purchases by MSMCH on behalf of Morgan Stanley of up to $200 million, with the ability to increase to $250 million as more particularly described therein (the “Facility”).
Advances under the MS Repurchase Agreement accrue interest at a per annum rate equal to the Term SOFR Reference Rate (as defined in the MS Repurchase Agreement) for a one-month period plus a margin as agreed upon by MSMCH on behalf of Morgan Stanley and the Seller for each transaction. The maturity date of the Facility is July 25, 2027, subject to a one (1) year extension at the Seller’s option and, if such option is exercised, another one (1) year extension at the Seller’s request subject to the consent of MSMCH, in each case, subject to satisfaction of certain customary conditions.
In connection with the MS Repurchase Agreement, the Company entered into a Guaranty Agreement (the “Guaranty”), pursuant to which the Company guarantees up to a maximum liability of 25% of the then outstanding obligations of the Sellers under the MS Repurchase Agreement. The Guaranty 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 Guaranty for actual costs, expenses or liabilities actually incurred by MSMCH and/or Morgan Stanley resulting from customary “bad boy” events as described in the Guaranty.
The MS Repurchase Agreement and the Guaranty contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of their type.
The foregoing descriptions of the MS Repurchase Agreement and the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of the MS Repurchase Agreement and the Guaranty, 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.
| * | Portions of this exhibit have been omitted pursuant to Item 601(a)(6) and/or Item 601(b)(10)(iv) of Regulation S-K. |
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: July 31, 2024 |
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| By: | /s/ Dennis G. Schuh | |||
| Name: | Dennis G. Schuh | |||
| Title: | Chief Executive Officer and President | |||