424B3 1 0524_nav_supplement.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-262589

 

STARWOOD REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 4 DATED JUNE 14, 2024

TO THE PROSPECTUS DATED APRIL 10, 2024

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Starwood Real Estate Income Trust, Inc., dated April 10, 2024 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the “Company,” “we,” “us,” or “our” refer to Starwood Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:

 

to disclose the transaction price for each class of our common stock as of July 1, 2024;
to disclose the calculation of our May 31, 2024 NAV per share for each class of our common stock;
to provide an update on our share repurchase requests; and
to provide an update on the status of our current public offering (the “Offering”).

 

July 1, 2024 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of July 1, 2024 (and repurchases as of June 30, 2024) is as follows:

 

 

Transaction Price
(per share)

 

Class S

 

$

22.94

 

Class T

 

$

22.95

 

Class D

 

$

22.50

 

Class I

 

$

22.75

 

 

The July 1, 2024 transaction price for each of our share classes is equal to such class’s NAV per share as of May 31, 2024. A detailed presentation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.

 

May 31, 2024 NAV Per Share

 

NAV per share is calculated in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.starwoodNAV.reit. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for information on how our NAV is determined. The Advisor is ultimately responsible for determining our NAV. We have included a breakdown of the components of total NAV and NAV per share as of May 31, 2024 along with the immediately preceding month.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SREIT-SUP4-0524

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Our total NAV presented in the following tables includes the NAV of our Class S, Class T, Class D, and Class I common shares, as well as partnership interests of the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of May 31, 2024 ($ and shares/units in thousands):

 

Components of NAV

 

May 31, 2024

 

Investments in real estate

 

$

22,364,153

 

Investments in real estate debt

 

 

1,026,650

 

Cash and cash equivalents

 

 

308,679

 

Restricted cash

 

 

225,469

 

Other assets

 

 

714,964

 

Debt obligations

 

 

(12,564,489

)

Secured financings on investments in real estate debt

 

 

(565,022

)

Subscriptions received in advance

 

 

(1,803

)

Other liabilities

 

 

(1,723,327

)

Performance participation accrual

 

 

 

Management fee payable

 

 

(8,125

)

Accrued stockholder servicing fees (1)

 

 

(3,253

)

Non-controlling interests in consolidated joint ventures

 

 

(79,257

)

Net asset value

 

$

9,694,639

 

Number of outstanding shares/units

 

 

424,836

 

 

(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of May 31, 2024, we have accrued under GAAP $259.1 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold.

 

The following table provides a breakdown of our total NAV and NAV per share, by share class, as of May 31, 2024 ($ and shares/units in thousands, except per share/unit data):

NAV Per Share

 

Class S
Shares

 

 

Class T
Shares

 

 

Class D
Shares

 

 

Class I
Shares

 

 

Third-party Operating Partnership Units (1)

 

 

Total

 

Net asset value

 

$

4,204,636

 

 

$

117,869

 

 

$

588,210

 

 

$

4,327,102

 

 

$

456,822

 

 

$

9,694,639

 

Number of outstanding shares/units

 

 

183,302

 

 

 

5,136

 

 

 

26,143

 

 

 

190,178

 

 

 

20,077

 

 

 

424,836

 

NAV Per Share/Unit as of May 31, 2024

 

$

22.94

 

 

$

22.95

 

 

$

22.50

 

 

$

22.75

 

 

$

22.75

 

 

 

 

(1)
Includes the Operating Partnership units held by the Special Limited Partner and other third parties.

 

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the May 31, 2024 valuations, based on property types. Once we own more than one single-family, one self-storage and one extended stay investment, we will include the key assumptions for the property types.

Property Type

 

Discount
Rate

 

Exit
Capitalization
Rate

Multifamily

 

7.0%

 

5.5%

Industrial

 

7.2%

 

5.8%

Office

 

8.0%

 

6.8%

Other

 

8.2%

 

6.7%

 

 

 

 

 

 

 

 

 

 

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These assumptions are determined by the Advisor (except for investments valued by a third party appraisal firm), and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

 

Input

 

Hypothetical
Change

 

Multifamily
Investment
Values

 

Industrial
Investment
Values

 

Office
Investment
Values

 

Other
Investment
Values

Discount Rate

 

0.25% decrease

 

+1.9%

 

+1.9%

 

+1.9%

 

+1.9%

(weighted average)

 

0.25% increase

 

(1.9)%

 

(1.9)%

 

(1.8)%

 

(1.8)%

Exit Capitalization Rate

 

0.25% decrease

 

+2.9%

 

+2.9%

 

+2.3%

 

+2.3%

(weighted average)

 

0.25% increase

 

(2.7)%

 

(2.6)%

 

(2.1)%

 

(2.1)%

 

The following table provides a breakdown of the major components of our NAV as of April 30, 2024 ($ and shares/units in thousands):

Components of NAV

 

April 30, 2024

 

Investments in real estate

 

$

22,324,402

 

Investments in real estate debt

 

 

1,033,895

 

Cash and cash equivalents

 

 

446,054

 

Restricted cash

 

 

252,669

 

Other assets

 

 

711,675

 

Debt obligations

 

 

(12,555,435

)

Secured financings on investments in real estate debt

 

 

(552,113

)

Subscriptions received in advance

 

 

(16,041

)

Other liabilities

 

 

(1,664,803

)

Performance participation accrual

 

 

 

Management fee payable

 

 

(10,360

)

Accrued stockholder servicing fees (1)

 

 

(3,215

)

Non-controlling interests in consolidated joint ventures

 

 

(76,490

)

Net asset value

 

$

9,890,238

 

Number of outstanding shares/units

 

 

431,140

 

(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of April 30, 2024, we have accrued under GAAP $266.9 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold.

 

The following table provides a breakdown of our total NAV and NAV per share, by share class, as of April 30, 2024 ($ and shares/units in thousands, except per share/unit data):

 

NAV Per Share

 

Class S
Shares

 

 

Class T
Shares

 

 

Class D
Shares

 

 

Class I
Shares

 

 

Third-party Operating Partnership Units (1)

 

 

Total

 

Net asset value

 

$

4,290,469

 

 

$

119,135

 

 

$

596,849

 

 

$

4,424,562

 

 

$

459,223

 

 

$

9,890,238

 

Number of outstanding shares/units

 

 

186,068

 

 

 

5,164

 

 

 

26,387

 

 

 

193,444

 

 

 

20,077

 

 

 

431,140

 

NAV Per Share/Unit as of April 30, 2024

 

$

23.06

 

 

$

23.07

 

 

$

22.62

 

 

$

22.87

 

 

$

22.87

 

 

 

 

(1)
Includes the Operating Partnership units held by the Special Limited Partner and other third parties.

 

Share Repurchase Request Update

 

On May 23, 2024, we amended our share repurchase plan such that, beginning with repurchases during the month of May 2024, we will limit share repurchases to 0.33% of NAV per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month) and, beginning on July 1, 2024, we will limit share repurchases to 1% of NAV per quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding quarter).

 

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In May 2024, we received repurchase requests in excess of the 0.33% monthly limit. As per the terms of our share repurchase plan, we honored all repurchase requests for May 2024 on a pro rata basis up to the 0.33% monthly limitation. As such, approximately 3% of each stockholder’s May repurchase request was satisfied.

 

In accordance with our repurchase plan, on May 31, 2024, we repurchased all of the shares from stockholders that held less than $500 in shares of our common stock and, as such, we exceeded the 0.33% monthly limitation by $90,630, as authorized by our board of directors.

 

Status of our Current Public Offering

 

This Offering was declared effective by the SEC on August 10, 2022 and we are currently offering on a continuous basis up to $18.0 billion in shares of common stock, consisting of up to $16.0 billion in shares in our primary offering and up to $2.0 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we had issued and sold (i) 48,372,324 shares of our common stock (consisting of 17,214,119 Class S shares, 259,967 Class T shares, 2,436,710 Class D shares and 28,461,528 Class I shares) in the primary offering for total proceeds of approximately $1.3 billion and (ii) 15,132,495 shares of our common stock (consisting of 6,990,850 Class S shares, 258,559 Class T shares, 932,949 Class D shares and 6,950,137 Class I shares) pursuant to our distribution reinvestment plan for a total value of approximately $0.4 billion. As of May 31, 2024, our aggregate NAV was approximately $9.7 billion. We intend to continue selling shares in the Offering on a monthly basis.

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