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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 19, 2020

 

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland
(State or other jurisdiction of
incorporation)
  001-34436
(Commission File Number)
  27-0247747
(IRS Employer Identification No.)

 

 

591 West Putnam Avenue
Greenwich, CT
  06830
(Address of principal
executive offices)
  (Zip Code)

 

Registrant’s telephone number, including area code: (203) 422-7700

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading
Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value per share STWD New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 8.01 Other Events.

 

Private Offering of Unsecured Senior Notes. On October 19, 2020, Starwood Property Trust, Inc. (the “Company”) issued a press release announcing that it had priced its private offering of $300 million aggregate principal amount of its 5.50% unsecured senior notes due 2023 (the “Notes”). The Notes priced at 100.00% of the principal amount and the settlement of the offering is expected to occur on November 2, 2020, subject to customary closing conditions. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

The Company intends to allocate an amount equal to the net proceeds from the offering to finance or refinance, in whole or in part, recently completed or future eligible green and/or social projects. Eligible green and/or social projects are projects that meet specified eligibility criteria in alignment with the four core pillars of the Green Bond Principles, 2018, Social Bond Principles, 2020 and Sustainability Bond Guidelines, 2018, and include investments in, financings of and/or acquisitions of one or more of the following: (i) renewable energy, (ii) green buildings and (iii) affordable housing. Net proceeds allocated to previously incurred costs associated with Eligible Green and/or Social Projects will be available for the repayment of indebtedness previously incurred. Pending full allocation of an amount equal to the net proceeds to eligible green and/or social projects, the Company intends to use the net proceeds to fund the redemption of the remaining $250 million outstanding principal amount of its 3.625% Senior Notes due 2021 (assuming the completion of the partial redemption of $250 million outstanding principal amount of such notes on November 2, 2020), and for general corporate purposes, which may include the repayment of outstanding indebtedness.

 

The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will not initially be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements of the Securities Act or any state securities laws.

 

The information contained in this Current Report on Form 8-K, including exhibit hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the Notes or any other securities.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit
Number
  Description
     
99.1   Press Release dated October 19, 2020 issued by Starwood Property Trust, Inc.
     
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:  October 20, 2020

STARWOOD PROPERTY TRUST, INC.

 

     
  By: /s/ Andrew J. Sossen
  Name: Andrew J. Sossen
  Title: Chief Operating Officer and General Counsel