S-11MEF

As filed with the Securities and Exchange Commission on August 11, 2009

Registration Statement No. 333-       

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-11

FOR REGISTRATION

UNDER

THE SECURITIES ACT OF 1933

OF CERTAIN REAL ESTATE COMPANIES

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its governing instruments)

Starwood Property Trust, Inc.

591 West Putnam Avenue

Greenwich, CT 06830

(203) 422-7700

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Ellis F. Rinaldi, Esq.

Executive Vice President & General Counsel

Starwood Property Trust, Inc.

591 West Putnam Avenue

Greenwich, CT 06830

(203) 422-7773

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

David J. Goldschmidt, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Tel (212) 735-3574
Fax (917) 777-3574 Edward Petrosky, Esq.
James O’Connor, Esq.
J. Gerard Cummins, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Tel (212) 839-5455
Fax (212) 839-5599

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  þ  Registration No. 333-159754

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

	Proposed Maximum	Amount of
Title of Each Class of	Aggregate	Registration
Securities to be Registered	Offering Price(1)	Fee
Common Stock, $0.01 par value per share	$155,250,000	$8,663

⁽¹⁾ The Registrant previously registered shares of its common stock for a proposed maximum aggregate offering price of $776,250,000.00 (representing 38,812,500 shares of its common stock at the initial public offering price of $20.00) on a Registration Statement on Form S-11 (File No. 333-159754), as amended, for which a filing fee of $43,315.00 was paid. This Registration for a proposed maximum aggregate offering price of $155,250,000 represents an additional 7,762,500 shares of common stock at the initial public offering price of $20.00.

Explanatory Note

This registration statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act of 1933, as amended, and General Instruction G of Form S-11, and includes the registration statement facing page, this page, the signature page, an exhibit index, opinions of counsel and the accountants’ consent. Pursuant to Rule 462(b), the contents of our registration statement on Form S-11, as amended (File No. 333-159754), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on August 11, 2009 (the “Initial Registration Statement”), are incorporated by reference into this registration statement. This registration statement covers the registration of an additional $155,250,000 of our common stock for sale in the offering related to the Initial Registration Statement, representing an additional 7,762,500 shares of common stock at the initial public offering price of $20.00.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Greenwich, State of Connecticut, on August 11, 2009.

Starwood Property Trust, Inc.

By:  /s/  Barry S. Sternlicht

Barry S. Sternlicht

Chief Executive Officer

We, the undersigned officers and directors of Starwood Property Trust, Inc., hereby severally constitute and appoint Ellis F. Rinaldi and Barry S. Sternlicht, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
By: /s/  Barry S. Sternlicht      Barry S. Sternlicht	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	August 11, 2009
By: /s/  Barbara J. Anderson      Barbara J. Anderson	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	August 11, 2009
By: /s/  Jeffrey G. Dishner         Jeffrey G. Dishner	Director	August 11, 2009
By: /s/  Ellis F. Rinaldi            Ellis F. Rinaldi	Director	August 11, 2009

EXHIBIT INDEX

Exhibit
Number			Exhibit Description
	5	.1	Opinion of DLA Piper LLP (US) (including consent of such firm)
	23	.1	Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
	23	.2	Consent of Deloitte & Touche LLP

EX-5.1

Exhibit 5.1

DLA Piper LLP (US)

The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
T 410.580.3000
F 410.580.3001
W www.dlapiper.com

August 11, 2009

Starwood Property Trust, Inc.
591 West Putnam Avenue
Greenwich, Connecticut 06830

     Re:   Registration Statement on Form S-11

Ladies and Gentlemen:

     We have served as special Maryland counsel to Starwood Property Trust, Inc., a Maryland corporation (the “Company”), in connection with the registration on Form S-11 filed on the date hereof (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), of the sale and issuance of 7,762,500 shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”), covered by the above-identified Registration Statement filed by the Company with the Securities and Exchange Commission (the “Commission”). This opinion is being provided at your request in connection with the filing of the above-identified Registration Statement pursuant to Rule 462(b) under the Securities Act on the date hereof.

     In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

     1. The Registration Statement, in the form in which it was transmitted to the Commission under the Securities Act;

     2. The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

     3. The Bylaws of the Company, certified as of the date hereof by the Secretary of the Company;

     4. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company relating to the registration, sale and issuance of the Shares, certified as of the date hereof by the Secretary of the Company;

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Starwood Property Trust, Inc.
August 11, 2009
Page 2

     5. A certificate of the SDAT as to the good standing of the Company, dated as of the date hereof; and

     6. A certificate executed by Ellis F. Rinaldi, Secretary of the Company, dated as of the date hereof.

     In expressing the opinion set forth below, we have assumed the following:

     1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

     2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

     3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations (including the Company’s) set forth therein are legal, valid and binding.

     4. All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise.

     Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that, as of the date hereof, the Shares are duly authorized and, upon issuance and delivery of the Shares as contemplated by the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.

     The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the securities (or “blue sky”) laws of the State of Maryland. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

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Starwood Property Trust, Inc.
August 11, 2009
Page 3

     We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

     This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.

     We hereby consent to the filing of this opinion with the Commission as an Exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,


DLA PIPER LLP (US)


/DLA PIPER LLP (US)/
 

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EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-11 of our report dated June 1, 2009 relating to the balance sheet of Starwood Property Trust, Inc. appearing in the Registration Statement on Form S-11 (No. 333-159754) of Starwood Property Trust, Inc.

/s/ Deloitte & Touche LLP  

New York, New York
August 11, 2009