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. |
On December 1, 2023, Starwood Credit Real Estate Income Trust (the “Trust”) and Starwood Credit Advisors, L.L.C. (the “Advisor”) entered into that certain Advisory Agreement (the “Agreement”) pursuant to which the Advisor provides certain advisory services to the Trust. Under the terms of the Agreement, the Advisor agreed to waive its management fee for the first three months following the Effective Date (as defined therein) and agreed to advance all of the Trust’s organization and offering expenses (“O&O Expenses”) and certain of the Trust’s operating expenses (“Operating Expenses”), in each case, through the first anniversary of the Effective Date. Pursuant to the Agreement, the Trust agreed to reimburse the Advisor for such advanced O&O Expenses and Operating Expenses ratably over the 60-month period beginning after the first anniversary of the Effective Date.
On October 16, 2024, the parties entered into Amendment No. 1 to the Advisory Agreement (the “Amendment”), which amends the provisions of the Agreement related to the waiver of the management fee and reimbursement by the Trust to the Advisor of the advanced O&O Expenses and Operating Expenses. Pursuant to the Amendment, the Advisor agreed (i) to an additional waiver of its management fee beginning on January 1, 2025 and continuing until the earlier of (x) July 1, 2026 and (y) six months following the month in which the Trust’s cumulative gross proceeds generated from sales of Class T Common Shares, Class S Common Shares, Class D Common Shares and Class I Common Shares (excluding proceeds from (i) the distribution reinvestment plan and (ii) from Strategic Investors (as defined therein)) exceeds $300,000,000 (measured from and including January 1, 2025 subscriptions) and (ii) to be reimbursed by the Trust for the advanced O&O Expenses and Operating Expenses in 60 equal monthly installments commencing on January 1, 2026.
The description of the Amendment set forth above is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Amendment No. 1 to the Advisory Agreement, dated October 16, 2024, by and between Starwood Credit Real Estate Income Trust and Starwood Credit Advisors, L.L.C. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: October 18, 2024 | ||||||
| By: | /s/ Dennis G. Schuh | |||||
| Name: | Dennis G. Schuh | |||||
| Title: | Chief Executive Officer and President | |||||