XML 112 R24.htm IDEA: XBRL DOCUMENT v3.20.1
Stockholders' Equity and Non-Controlling Interests
3 Months Ended
Mar. 31, 2020
Stockholders' Equity and Non-Controlling Interests  
Stockholders' Equity and Non-Controlling Interests

16. Stockholders’ Equity and Non-Controlling Interests

During the three months ended March 31, 2020, our board of directors declared the following dividends:

Declaration Date

    

Record Date

    

Ex-Dividend Date

    

Payment Date

    

Amount

    

Frequency

2/25/20

 

3/31/20

 

3/30/20

4/15/20

0.48

 

Quarterly

During the three months ended March 31, 2020 and 2019, there were no shares issued under our At-The-Market Equity Offering Sales Agreement. During the three months ended March 31, 2020 and 2019, shares issued under the Starwood Property Trust, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) were not material.

In February 2020, our board of directors authorized the repurchase of up to $400.0 million of our outstanding common shares and Convertible Notes over a period of one year. Purchases made pursuant to the program will be made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases are discretionary and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. In March 2020, we repurchased 1,925,421 shares of common stock for $28.8 million and no Convertible Notes under our repurchase program. As of March 31, 2020, we had $371.2 million of remaining capacity to repurchase common stock and/or Convertible Notes under the repurchase program.

Equity Incentive Plans

In May 2017, the Company’s shareholders approved the 2017 Manager Equity Plan and the Starwood Property Trust, Inc. 2017 Equity Plan (the “2017 Equity Plan”), which allow for the issuance of up to 11,000,000 stock options, stock appreciation rights, RSAs, RSUs or other equity-based awards or any combination thereof to the Manager, directors, employees, consultants or any other party providing services to the Company. The 2017 Manager Equity Plan succeeds and replaces the Manager Equity Plan and the 2017 Equity Plan succeeds and replaces the Starwood Property Trust, Inc. Equity Plan (the “Equity Plan”) and the Starwood Property Trust, Inc. Non-Executive Director Stock Plan (the “Non-Executive Director Stock Plan”).

The table below summarizes our share awards granted or vested under the Manager Equity Plan and the 2017 Manager Equity Plan during the three months ended March 31, 2020 and 2019 (dollar amounts in thousands):

Grant Date

    

Type

    

Amount Granted

    

Grant Date Fair Value

    

Vesting Period

 

September 2019

RSU

1,200,000

$

29,484

(1)

April 2018

RSU

775,000

16,329

3 years

March 2017

RSU

1,000,000

22,240

3 years

(1)Of the amount granted, 218,898 vested immediately on the grant date and the remaining amount vests over a three-year period.

Schedule of Non-Vested Shares and Share Equivalents

2017

Weighted Average

2017

Manager

Grant Date Fair

Equity Plan

Equity Plan

Total

Value (per share)

Balance as of January 1, 2020

 

1,413,170

 

1,305,597

 

2,718,767

 

$

22.74

Granted

965,847

 

965,847

 

10.77

Vested

 

(474,367)

(229,675)

 

(704,042)

 

22.28

Forfeited

 

(314)

 

(314)

 

21.31

Balance as of March 31, 2020

 

1,904,336

 

1,075,922

 

2,980,258

 

18.97

As of March 31, 2020, there were 6.5 million shares of common stock available for future grants under the 2017 Manager Equity Plan and the 2017 Equity Plan.

Non-Controlling Interests in Consolidated Subsidiaries

In connection with our Woodstar II Portfolio acquisitions, we issued 10.2 million Class A Units in our consolidated subsidiary, SPT Dolphin, and rights to receive an additional 1.9 million Class A Units if certain contingent events occur. As of March 31, 2020, 1.8 million of the 1.9 million contingent Class A Units were issued. The Class A Units are redeemable for consideration equal to the current share price of the Company’s common stock on a one-for-one basis, with the consideration paid in either cash or the Company’s common stock, at the determination of the Company. During the three months ended March 31, 2020, redemptions of 0.4 million of the Class A Units were received and settled in common stock, leaving 10.6 million Class A Units outstanding as of March 31, 2020. In consolidation, the outstanding Class A Units are reflected as non-controlling interests in consolidated subsidiaries on our condensed consolidated balance sheets, the balance of which was $227.1 million and $235.9 million as of March 31, 2020 and December 31, 2019, respectively.

To the extent SPT Dolphin has sufficient cash available, the Class A Units earn a preferred return indexed to the dividend rate of the Company’s common stock. Any distributions made pursuant to this waterfall are recognized within net income attributable to non-controlling interests in our condensed consolidated statements of operations. During the three months ended March 31, 2020 and 2019, we recognized net income attributable to non-controlling interests of $5.1 million and $5.7 million, respectively, associated with these Class A Units.

As discussed in Note 14, we entered into the CMBS JV within our Investing and Servicing Segment in December 2019. Because the CMBS JV was deemed a VIE for which we were the primary beneficiary, this transaction was not recognized as a sale for GAAP purposes. Instead, the 49% interest of our joint venture partner is reflected as a non-controlling interest in consolidated subsidiaries on our consolidated balance sheets, and any net income attributable to this 49% joint venture interest is reflected within net income attributable to non-controlling interests in our consolidated statement of operations. The non-controlling interests in the CMBS JV was $121.6 million and $175.6 million as of March 31, 2020 and December 31, 2019, respectively. During the three months ended March 31, 2020, net loss attributable to non-controlling interests was $6.0 million.