UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On December 7, 2021, Starwood Property Trust, Inc. (the “Company”) and its external manager, SPT Management, LLC (the “Manager”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BTIG, LLC and Keefe, Bruyette & Woods, Inc. (the “Underwriters”) relating to the issuance and sale of 16,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 2,400,000 shares of Common Stock. The Company expects to receive net proceeds from the offering of approximately $392.4 million (or approximately $451.3 million if the Underwriters’ option to purchase additional shares is exercised in full) after deducting its estimated expenses. The offering closed on December 10, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated December 7, 2021, among the Company, the Manager and the Underwriters | |
| 5.1 | Opinion of McDermott Will & Emery LLP regarding the legality of the shares | |
| 23.1 | Consent of McDermott Will & Emery LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Dated: December 10, 2021 | STARWOOD PROPERTY TRUST, INC. | |
| By: | /s/ Andrew J. Sossen | |
| Name: | Andrew J. Sossen | |
| Title: | Chief Operating Officer and General Counsel | |