EX-99.5 7 a13-4570_4ex99d5.htm EX-99.5

Exhibit 99.5

 

Unaudited Pro Forma Combined Financial Statements

as of September 30, 2012 and for the year ended December 31, 2011
and the nine months ended September 30, 2012

 

The following unaudited pro forma combined balance sheet as of September 30, 2012 and the unaudited pro forma combined statements of income for the year ended December 31, 2011, and the nine months ended September 30, 2012, are based on the historical financial statements of Starwood Property Trust, Inc. (“STWD” or the “Company”) and LNR Property LLC (“LNR”) after giving effect to STWD’s acquisition of approximately $843 million of LNR’s business.  The remainder of the business will be acquired by an investment fund controlled by an affiliate of STWD’s external manager, and is not reflected herein.  The transaction will be completed using the acquisition method of accounting and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements have been made as if such acquisition had occurred as of September 30, 2012 for purposes of the pro forma balance sheet and as of January 1, 2011, for purposes of the pro forma income statements.

 

The transaction has been accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification No. 805 (“ASC 805”), Business Combinations.  Under the acquisition method of accounting, the total estimated purchase price of $843 million is allocated to the net tangible and intangible assets acquired and liabilities assumed in connection with the acquisition, based on their estimated fair values.  Management has made a preliminary allocation of the estimated purchase price based on various preliminary estimates. The allocation of the estimated purchase price is preliminary pending finalization of those estimates and analyses.  Final purchase accounting adjustments may differ materially from the pro forma adjustments presented herein.

 

The pro forma financial statements are based upon available information, preliminary estimates and certain assumptions that we believe are reasonable in the circumstances, as set forth in the notes to the pro forma financial statements.  The unaudited pro forma combined financial statements do not take into account any synergies or cost savings that may or are expected as a result of the acquisition.

 

The unaudited pro forma statements are presented for informational purposes only and are not necessarily indicative of the future financial position or results of operations of the combined company or the combined financial position or the results of operations that would have been realized had the acquisition transaction been consummated during the period or as of the dates for which the pro forma financial statements are presented.

 

Certain reclassification adjustments have been made to the presentation of LNR’s historical financial statements to conform them to the presentation followed by STWD.  The unaudited pro forma financial information should be read in conjunction with, and are qualified by reference to our historical consolidated financial statements and notes thereto and those of LNR, which are included herein.

 



 

Starwood Property Trust, Inc.

Pro Forma Balance Sheet

September 30, 2012

 

 

 

Historical

 

Historical

 

 

 

 

 

 

 

 

 

STWD

 

LNR

 

LNR Pro Forma

 

STWD Pro-Forma

 

STWD

 

 

 

9/30/2012

 

9/30/2012

 

Adjustments

 

Adjustments

 

Pro-Forma

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash & equivalents

 

$

144,199

 

$

290,717

 

$

(284,375

)(A)

$

 

$

150,541

 

Restricted cash

 

 

2,185

 

 

 

2,185

 

Loans held for investment

 

2,580,789

 

14,939

 

 

 

2,595,728

 

Loans held for sale at fair value

 

 

17,872

 

 

 

17,872

 

Loans transferred as secured borrowings

 

86,021

 

 

 

 

86,021

 

Mortgage-backed securities, at fair value

 

866,865

 

41,079

 

 

 

907,944

 

Land

 

 

90,514

 

(90,514

)(B)

 

 

Investment in unconsolidated entities

 

45,353

 

116,408

 

(44,408

)(C)

 

117,353

 

Other investments

 

30,397

 

 

 

 

30,397

 

Derivative assets

 

11,024

 

4,144

 

 

 

15,168

 

Intangible assets - servicing rights

 

 

144,003

 

20,600

(D)

 

164,603

 

Other intangible assets acquired

 

 

 

48,500

(E)

 

48,500

 

Goodwill

 

 

237,538

 

(237,538

)(F)

 

 

 

 

 

 

 

 

251,536

(F)

 

 

251,536

 

Accrued interest

 

18,314

 

1,449

 

 

 

19,763

 

Other assets

 

22,385

 

36,020

 

(10,896

)(G)

6,000

(I)

53,509

 

Variable interest entity assets, at fair value

 

 

97,516,584

 

 

 

97,516,584

 

 

 

$

3,805,347

 

$

98,513,452

 

$

(347,095

)

$

6,000

 

$

101,977,704

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

$

661

 

$

12,727

 

$

(2,900

)(H)

$

 

$

10,488

 

Related party payable

 

12,545

 

 

 

 

12,545

 

Accrued expenses and other liabilities

 

15,965

 

105,150

 

(37,047

)(H)

 

84,068

 

Derivative liabilities

 

25,591

 

298

 

 

 

25,889

 

Secured financing agreements

 

1,309,450

 

309,787

 

(284,375

)(A)

300,000

(I)

1,634,862

 

Loan transfer secured borrowings

 

88,268

 

 

 

 

88,268

 

Dividends payable

 

51,629

 

 

 

 

51,629

 

Variable interest entity liabilities, at fair value

 

 

97,211,734

 

 

 

97,211,734

 

 

 

1,504,109

 

97,639,696

 

(324,322

)

300,000

 

99,119,483

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 per share, 100,000,000 shares authorized, no shares issued and outstanding

 

 

 

 

 

 

Common stock, $0.01 per share, 500,000,000 shares authorized, and 117,516, 201 issued and 116,890,351 oustanding as of September 30, 2012

 

1,175

 

 

 

225

(J)

1,400

 

Additional paid in capital

 

2,297,971

 

 

 

563,691

(J)

2,861,662

 

Treasury stock (625,850 shares as of September 30, 2012)

 

(10,642

)

 

 

 

(10,642

)

Accumulated other comprehensive income

 

62,183

 

7,939

 

(7,939

)(K)

 

62,183

 

Members’ equity

 

 

507,946

 

(507,946

)(K)

 

 

(Accumulated deficit) retained earnings

 

(54,938

)

349,804

 

(349,804

)(K)

(15,000

)(L)

(69,938

)

Total stockholders’/members’ equity

 

2,295,749

 

865,689

 

(865,689

)

548,916

 

2,844,665

 

Total Members’ Equity

 

 

 

 

 

 

 

 

 

Non-controlling interests in consolidated subsidiaries

 

5,489

 

8,067

 

 

 

13,556

 

Total Equity

 

2,301,238

 

873,756

 

(865,689

)

548,916

 

2,858,221

 

Total Liabilities & Equity

 

$

3,805,347

 

$

98,513,452

 

$

(1,190,011

)

$

848,916

 

$

101,977,704

 

 



 

Starwood Property Trust, Inc.

Pro Forma Income Statement

Nine Months Ended September 30, 2012

 

 

 

Historical
STWD

 

Historical
LNR

 

LNR
Adjustments

 

STWD
Pro Forma
Adjustments

 

STWD
Pro-Forma

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Interest income from mortgage-backed securities

 

$

40,404

 

$

11,445

 

$

 

$

 

$

51,849

 

Interest income from loans

 

179,078

 

5,139

 

 

 

184,217

 

Management and servicing fees

 

 

188,394

 

(10,089

)(A)

 

178,305

 

Rental income

 

 

493

 

(493

)(A)

 

 

Total revenues

 

219,482

 

205,471

 

(10,582

)

 

414,371

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

8,838

 

119,504

 

(10,163

)(A)

 

118,179

 

Management fees

 

42,673

 

 

 

6,513

(D)

49,186

 

Interest

 

34,345

 

16,475

 

(13,291

)(B)

13,500

(E)

51,029

 

Acquisition and investment pursuit costs

 

2,737

 

198

 

0

 

 

2,935

 

Cost of rental operations

 

 

473

 

(473

)

 

 

Depreciation and amortization

 

 

3,928

 

2,179

(C)

 

6,107

 

Total costs and expenses

 

88,593

 

140,578

 

(21,748

)

20,013

 

227,436

 

Income before other income (expense) and income taxes

 

130,889

 

64,893

 

11,166

 

(20,013

)

186,935

 

Income of consolidated VIEs, net

 

 

91,182

 

 

 

91,182

 

Equity in earnings and impairments of unconsolidated entities

 

 

17,395

 

6,148

(A)

 

23,543

 

Net gains on sales of investments

 

19,147

 

713

 

(713

)(A)

 

19,147

 

Net losses on derivative instruments

 

(9,784

)

(7,418

)

 

 

(17,202

)

Increase (decrease) in fair value of loans held for sale

 

(5,760

)

38,921

 

 

 

33,161

 

Other-than-temporary impairments on mortgage-backed securities

 

(2,728

)

 

 

 

(2,728

)

Increase (decrease) in fair value of mortgage-backed securities, fair value option

 

 

(1,418

)

 

 

(1,418

)

Increase (decrease) in fair value of servicing rights

 

 

(13,465

)

 

 

(13,465

)

Impairment of long-lived assets

 

 

 

 

 

 

Foreign currency gains (losses)

 

11,222

 

(73

)

 

 

11,149

 

Interest income from cash balances

 

180

 

25

 

 

 

205

 

Other income (expense), net

 

2,923

 

12,416

 

(6,384

)(A)

 

8,955

 

Income from continuing operations before income taxes

 

146,089

 

203,171

 

10,217

 

(20,013

)

339,464

 

Income tax (provision) benefit

 

(840

)

(4,894

)

 

 

 

(5,734

)

Income from continuing operations

 

145,249

 

198,277

 

10,217

 

(20,013

)

333,730

 

(Income) loss attributable to noncontrolling interests

 

(388

)

4,141

 

 

 

3,753

 

Income from continuing operations attributable to stockholders/members

 

$

144,861

 

$

202,418

 

$

10,217

 

$

(20,013

)

$

337,483

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share - As Previously Reported

 

$

1.34

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share - Pro Forma

 

 

 

 

 

 

 

 

 

$

2.60

(F)

 



 

Starwood Property Trust, Inc.

Pro Forma Income Statement

Year Ended December 31, 2011

 

 

 

Historical
STWD

 

Historical
LNR

 

LNR
Adjustments

 

STWD Pro Forma
Adjustments

 

STWD
Pro Forma

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Interest income from mortgage-backed securities

 

$

25,618

 

$

2,561

 

$

 

$

 

$

28,179

 

Interest income from loans

 

179,355

 

1,596

 

 

 

180,951

 

Management and servicing fees

 

 

220,461

 

(22,663

)(A)

 

197,798

 

Rental income

 

 

389

 

(389

)(A)

 

 

Total revenues

 

204,973

 

225,007

 

(23,052

)

 

406,928

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

9,450

 

154,725

 

(11,023

)(A)

 

153,152

 

Management fees

 

38,899

 

 

 

8,684

(D)

47,583

 

Interest

 

28,782

 

20,835

 

(20,146

)(B)

22,320

(E)

51,791

 

Acquisition and investment pursuit costs

 

2,571

 

1,200

 

 

 

3,771

 

Cost of rental operations

 

 

1,460

 

(1,460

)(A)

 

 

Depreciation and amortization

 

 

8,076

 

67

(C)

 

8,143

 

Total costs and expenses

 

79,702

 

186,296

 

(32,562

)

31,004

 

264,440

 

Income before other income (expense) and income taxes

 

125,271

 

38,711

 

9,510

 

(31,004

)

142,488

 

Income of consolidated VIEs, net

 

 

97,089

 

 

 

97,089

 

Equity in earnings and impairments of unconsolidated entities

 

 

22,314

 

(8,157

)(A)

 

14,157

 

Net gains on sales of investments

 

20,994

 

2,544

 

(2,544

)(A)

 

20,994

 

Net losses on derivative instruments

 

(20,281

)

(15,778

)

 

 

(36,059

)

Increase (decrease) in fair value of loans held for sale

 

5,760

 

1,667

 

 

 

7,427

 

Other-than-temporary impairments on mortgage-backed securities

 

(6,001

)

(849

)

 

 

(6,850

)

(Decrease) increase in fair value of mortgage-backed securities, fair value option

 

 

(734

)

 

 

(734

)

Increase (decrease) in fair value of servicing rights

 

 

(10,492

)

 

 

(10,492

)

Impairment of long-lived assets

 

 

(240

)

 

 

(240

)

Foreign currency gains (losses)

 

(7,420

)

(87

)

 

 

(7,507

)

Interest income from cash balances

 

389

 

39

 

 

 

428

 

Loss on early extinguishment of debt

 

 

(2,197

)

 

 

(2,197

)

Other income (expense), net

 

2,686

 

2,878

 

(3,133

)(A)

 

2,431

 

Income from continuing operations before income taxes

 

121,398

 

134,865

 

(4,324

)

(31,004

)

220,935

 

Income tax (provision) benefit

 

(790

)

40,363

 

 

 

 

39,573

 

Income from continuing operations before non-controlling interests

 

120,608

 

175,228

 

(4,324

)

(31,004

)

260,508

 

(Income) loss attributable to noncontrolling interests

 

(1,231

)

12,163

 

 

 

10,932

 

Income from continuing operations attributable to stockholders/members

 

$

119,377

 

$

187,391

 

$

(4,324

)

$

(31,004

)

$

271,440

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share - As Previously Reported

 

$

1.38

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share - Pro Forma

 

 

 

 

 

 

 

 

 

$

2.51

(F)

 



 

Notes to Unaudited Pro Forma

Combined Financial Statements

 

1. Description of Transaction

 

On January 24, 2013, Starwood Property Trust, Inc. (“STWD” or the “Company”) entered into an acquisition agreement with the owners of LNR Property LLC (“LNR”).  Under the terms of the acquisition agreement, the Company will acquire the following LNR business segments for a total cash purchase price of $843 million.  The remainder of the LNR businesses, totaling approximately $206 million, will be acquired by an investment fund controlled by an affiliate of STWD’s external manager, and are not reflected herein:

 

·                                        U.S. Special Servicer — A U.S. special servicer of commercial loans with over $143.8 billion in loans under management and real estate owned as of September 30, 2012;

 

·                                        U.S. Investment Securities Portfolio — a portfolio of whole loans, CMBS and collateralized debt obligation (“CDO”) investments;

 

·                                        Archetype Mortgage Capital (“AMC”) — a commercial real estate conduit loan origination platform;

 

·                                        Archetype Financial Institution Services — an acquirer, manager, and servicer of portfolios of small balance commercial loans;

 

·                                        LNR Europe — consists of Hatfield Philips, a wholly-owned subsidiary that is an independent primary and special servicer in Europe, and a non-controlling interest in LNR European Investment Fund, a European CRE debt fund; and

 

·                                        Auction.com — 50 percent of LNR’s interest in a real estate exchange selling residential and commercial real estate via auction.

 

2.  Preliminary Estimate of Sources

 

STWD expects to fund the acquisition of LNR with cash.  In addition to the purchase price of $843 million described above, STWD expects to incur transaction costs aggregating $36 million. A preliminary estimate of the sources for the purchase price is as follows (amounts in thousands, except shares and share price):

 

Issuance of 22,456,025 shares of common stock, at an assumed offering price of $25.78 (closing price on most recent trading day)

 

$

578,916

 

Borrowings under committed bridge facility

 

300,000

 

Total Sources

 

$

878,916

 

 

The table above assumes an equity issuance of $579 million to finance a portion of the purchase price.  Alternatively, the additional financing sources may include a combination of new debt or equity securities and/or borrowings under existing credit facilities, asset sales, and cash on hand dependent on a number of factors, including the market conditions at closing, strategic alternatives, and STWD’s liquidity position and outlook.

 

3.  Fair value of assets acquired, liabilities assumed, and calculation of goodwill

 

Under the acquisition method of accounting, the total purchase price has been allocated for the accompanying pro forma financial statements based on a preliminary valuation of LNR’s tangible and intangible assets and liabilities as if the transaction occurred as of September 30, 2012, is summarized as follows (amounts in thousands):

 



 

Assets Acquired

 

 

 

Cash

 

$

6,342

 

Mortgage loans held for investment

 

14,939

 

Mortgage loans held for sale

 

17,872

 

Mortgage-backed securities

 

41,079

 

Investment in unconsolidated entities

 

72,000

 

Special servicing rights — U.S. and Europe

 

164,603

 

Net equity in variable interest entity assets (a)

 

304,850

 

Other intangible assets

 

48,500

 

Other assets, restricted cash, derivative assets, and accrued interest

 

32,902

 

Liabilities Assumed

 

 

 

Accounts payable and derivative liabilities

 

(10,125

)

Secured financing arrangements

 

(25,412

)

Accrued expenses and other liabilities

 

(68,103

)

Non-controlling interests

 

(8,067

)

Net assets acquired

 

$

591,380

 

 


(a)         Represents the excess fair value of variable interest entity assets of $97,516,584 over variable interest entity liabilities of $97,211,734.

 

Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed.  This determination of goodwill is preliminary, and is subject to change when the evaluation is complete.  A preliminary determination of the goodwill is as follows (amounts in thousands):

 

Total purchase price

 

$

842,916

 

Preliminary estimate of the fair value of the net assets acquired

 

(591,380

)

Goodwill

 

$

251,536

 

 

4. Pro Forma Adjustments

 

The accompanying unaudited pro forma combined financial statements have been prepared as if the acquisition had occurred as of September 30, 2012 for balance sheet purposes and as of January 1, 2011 for income statement purposes and reflect the following pro forma adjustments (amounts in thousands):

 

Pro Forma Combined Balance Sheet as of September 30, 2012:

 

(A)       Reflects the required repayment of an LNR credit facility in connection with the transaction, which had an outstanding balance of $284,375 as of September 30, 2012.

 

(B)       Adjustment to eliminate LNR’s investments in land and land development, which STWD is not acquiring.

 

(C)       Net adjustment to eliminate LNR’s investments in unconsolidated entities which STWD is not acquiring, and reflect the fair value of LNR’s investments in unconsolidated entities that STWD is acquiring at an aggregate estimated fair value of $72,000, which is principally comprised of 50% of LNR’s non-controlling investment in Auction.com.

 



 

(D)       Represents an adjustment to reflect the estimated fair value of the portion of special servicing rights that STWD is acquiring that were not reported at fair value in LNR’s September 30, 2012 balance sheet.

 

(E)        Adjustment reflects the estimated fair value of the various other intangible assets within the special servicing, securities, and AMC platforms, including marketing-related intangible assets such as customer lists and relationships, internally developed technology, and other contracts and arrangements.

 

(F)         Represents goodwill related to the transaction.  See Note 3 to these pro forma combined financial statements.

 

(G)       Represents an adjustment to reflect the estimated fair value of other assets that STWD is acquiring.

 

(H)      Adjustments to eliminate accounts payable and accrued liabilities related to the commercial property division of LNR, which STWD is not acquiring.

 

(I)           In connection with signing the LNR purchase and sale agreement, STWD entered into a loan commitment agreement with a third party lender to borrow $300 million under a bridge loan facility that has a term of 270 days at weighted average coupon of approximately 5.25% (assuming the bridge loan remains outstanding for the full term).  In addition, the fees to obtain the facility are $6.0 million and are included in other assets.  This adjustment represents the borrowings under that facility.

 

(J)           Represents the assumed issuance of 22,456,025 shares of STWD common stock, at an assumed offering price of $25.78 (closing price at the end of trading, February 4, 2013), as described in Note 2 to the pro forma combined financial statements.

 

(K)      Adjustment represents the elimination of LNR’s historical equity in combination.

 

(L)        Represents the estimated total third party costs, such as merger and acquisition fees to STWD’s advisor on the transaction, as well as legal, accounting, and other third party due diligence costs.  All such costs are required to be expensed immediately in the income statement under ASC 805.  However, note that such amounts have not been reflected in the pro forma combined income statement for the year ended December 31, 2011 as they do not have a recurring impact on net income.

 

Pro Forma Income Statement for the Nine Months Ended September 30, 2012:

 

(A)       Adjustment represents the elimination of revenues and expenses related to the commercial property division of LNR, which STWD is not acquiring.

 

(B)       Adjustment represents the elimination of interest expense related to borrowings under an LNR credit facility that is required to be repaid in connection with the transaction.  See discussion of the debt repayment in Note (A) to the pro forma combined balance sheet.

 

(C)       Represents an adjustment to increase depreciation and amortization based upon the preliminary estimates of fair value of certain tangible and intangible assets, as disclosed in Note 3 to the combined pro forma financial statements.

 

(D)       Represents an adjustment to add the incremental base management fees that would be incurred as a result of the assumed equity offering as described in Note 2 to the combined pro forma

 



 

financial statements and Note (J) to the combined pro forma balance sheet, calculated as follows (in 000’s):

 

Assumed proceeds from equity raise

 

$

578,916

 

Annual base management fee rate

 

1.50

%

Annual base management fee

 

$

8,684

 

Base management fee for nine months

 

$

6,513

 

 

(E)        As disclosed in Note (I) to the combined pro forma balance sheet, STWD has entered into a loan commitment agreement with a third party lender under which it can borrow up to $300 million under a bridge loan facility that would have a term of 270 days, and would bear interest at a weighted average coupon of approximately 5.25% (assuming the bridge loan remains outstanding for the full term).  In addition, the fees related to the facility are $6.0 million.  STWD expects that it will refinance the bridge facility with term loan financing or the issuance of debt securities at a current cost of funds of approximately 6%.  This interest expense adjustment assumes that $300 million of borrowings remain outstanding under the term loan for the nine months ended September 30, 2012 (amounts in 000’s):

 

Principal outstanding

 

$

300,000

 

Cost of funds

 

6.00

%

Interest expense

 

$

13,500

 

 

(F)         Represents the pro forma combined earnings per share, including the impact of the common equity issuance that is assumed in Note 2 to the combined pro forma financial statements, calculated as follows (amounts in thousands except for share and per share amounts):

 

 

 

As Reported

 

Pro Forma

 

Income from continuing operations attributable to Starwood Property Trust, Inc.

 

$

144,861

 

$

337,483

 

Income allocated to participating securities

 

(980

)

(980

)

Numerator for basic and diluted earnings per share

 

$

143,881

 

$

336,503

 

Weighted average shares used in diluted earnings per share

 

107,125,573

 

129,533,862

 

Diluted income per share

 

$

1.34

 

$

2.60

 

 

Pro Forma Income Statement for the Year Ended December 31, 2011:

 

(A)       Adjustment represents the elimination of revenues and expenses related to the property division of LNR, which STWD is not acquiring.

 

(B)       Adjustment represents the elimination of interest expense related to borrowings under an LNR credit facility that is required to be repaid in connection with the transaction.  See discussion in notes to the pro forma balance sheet.

 

(C)       Represents an adjustment to increase depreciation and amortization based upon the preliminary estimates of fair value of certain tangible and intangible assets, as disclosed in Note 3 to the combined pro forma financial statements.

 

(D)       Represents an adjustment to add the incremental base management fees that would be incurred as a result of the assumed equity offering as described in Note 2 to the combined pro forma

 



 

financial statements and Note (J) to the combined pro forma balance sheet, calculated as follows (in 000’s):

 

Assumed proceeds from equity raise

 

$

578,916

 

Annual base management fee rate

 

1.50

%

Annual base management fee

 

$

8,684

 

 

(E)        As disclosed in Note (I) to the combined pro forma balance sheet, STWD has entered into a loan commitment agreement with a third party lender under which it can borrow up to $300 million under a bridge loan facility that would have a maximum term of 270 days, and would bear interest at a weighted average coupon of approximately 5.25% (assuming the bridge loan remains outstanding for the full term).  In addition, the fees related to the facility are $6.0 million, which will be amortized over the term of the bridge facility resulting in a cost of funds of 7.92%.  STWD expects that it will refinance the bridge loan with term loan financing or the issuance of debt securities at a current cost of funds of approximately 6%.  This interest expense adjustment assumes that $300 million of borrowings remain outstanding under the bridge facility for nine months, and then three months of interest are incurred under the indebtedness refinancing the bridge facility (amounts in 000’s):

 

 

 

First Nine Months

 

Last Three
Months

 

Total

 

 

 

$

300,000

 

$

300,000

 

 

 

Cost of funds

 

7.92

%

6.00

%

 

 

Interest expense

 

$

17,820

 

$

4,500

 

$

22,320

 

 

(F)         Represents the pro forma combined earnings per share, including the impact of the common equity issuance that is assumed to be issued in connection with the transaction, as disclosed in Note 2 to the pro forma combined financial statements.

 

 

 

As Reported

 

Pro Forma

 

Income from continuing operations attributable to Starwood Property Trust, Inc.

 

$

119,377

 

$

271,440

 

Income allocated to participating securities

 

(2,226

)

(2,226

)

Numerator for basic and diluted earnings per share

 

$

117,151

 

$

269,214

 

Weighted average shares used in diluted earnings per share

 

84,974,604

 

107,430,629

 

Diluted income per share

 

$

1.38

 

$

2.51