GREENWICH, Conn., June 22,
2023 /PRNewswire/ -- Starwood Property Trust, Inc.
(NYSE: STWD) (the "Company") today announced the pricing of an
underwritten offering of $350,000,000
aggregate principal amount of its 6.750% Convertible Senior Notes
due 2027 (the "Notes"). The underwriters have a 30-day option from
the date of the offering to purchase up to an additional
$52,500,000 aggregate principal
amount of Notes from the Company to cover over-allotments, if any.
Settlement of the offering is subject to customary closing
conditions and is expected to occur on July
3, 2023.
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 certain eligibility criteria in alignment with the four core
components of the Green Bond Principles 2021 (with June 2022 Appendix 1), Social Bond Principles
2021 (with June 2022 Appendix 1) and
Sustainability Bond Guidelines 2021 as administered by the
International Capital Market Association. 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 for general
corporate purposes, including the repayment of outstanding
indebtedness under the Company's repurchase facilities.
The Notes will be issued under the Company's currently effective
shelf registration statement filed with the Securities and Exchange
Commission. The Notes will be the Company's senior unsecured
obligations and will rank equally with all of its present and
future senior unsecured debt and senior to any future subordinated
debt. The Notes will pay interest semiannually at a rate of 6.750%
per annum and will mature on July 15,
2027. The Notes will have an initial conversion rate of
48.1783 per $1,000 principal amount
of the Notes (equivalent to a conversion price of approximately
$20.76 per share of common stock and
a conversion premium of approximately 12.5% based on the closing
share price of $18.45 per share of
the Company's common stock on June 22,
2023). The initial conversion rate of the Notes is subject
to adjustment upon the occurrence of certain events, but will not
be adjusted for any accrued and unpaid interest. Prior to
January 15, 2027, the Notes will be
convertible only upon certain circumstances and during certain
periods, and thereafter will be convertible at any time prior to
the close of business on the second scheduled trading day prior to
maturity of the Notes. Upon conversion, holders will receive cash,
shares of the Company's common stock or a combination thereof at
the Company's election.
Goldman, Sachs & Co. LLC, J.P. Morgan Securities LLC, Wells
Fargo Securities, LLC, Barclays Capital Inc., BofA
Securities, Citigroup Global Markets Inc. and Morgan Stanley &
Co. LLC are serving as the joint book-running managers for the
offering.
The offering of these securities may be made only by means of a
prospectus and a related prospectus supplement, a copy of which may
be obtained by contacting: Goldman, Sachs & Co. LLC toll-free
at (866) 471-2526 or emailing prospectus-ny@ny.email.gs.com; J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY
11717 Telephone 866-803-9204; Wells Fargo Securities, Attention:
Equity Syndicate Department, 500 West 33rd St.
14th Floor, New York,
NY 10001 or (800) 326-5897 or email a request to
cmclientsupport@wellsfargo.com; Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, telephone:
888-603-5847, email: Barclaysprospectus@broadridge.com; BofA
Securities, Attention: Prospectus Department, NC1-022-02-25, 201
North Tryon Street, Charlotte, NC
28255-0001, or by emailing dg.prospectus_requests@bofa.com;
Citigroup Global Markets Inc., c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood,
NY 11717, telephone: (800) 831-9146; or Morgan Stanley &
Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd
Floor, New York, NY 10014 or by
phone: 1-866-718-1649.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any state.
About Starwood Property Trust, Inc.
Starwood Property Trust (NYSE: STWD), an affiliate of global
private investment firm Starwood Capital Group, is a leading
diversified finance company with a core focus on the real estate
and infrastructure sectors. As of March 31,
2023, the Company has successfully deployed over
$94 billion of capital since
inception and manages a portfolio of over $28 billion across debt and equity investments.
Starwood Property Trust's investment objective is to generate
attractive and stable returns for shareholders, primarily through
dividends, by leveraging a premiere global organization to identify
and execute on the best risk adjusted returning investments across
its target assets.
Forward-Looking Statements
Statements in this press release which are not historical fact
may be deemed forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Although
the Company believes the expectations reflected in any
forward-looking statements are based on reasonable assumptions, it
can give no assurance that its expectations will be attained.
Factors that could cause actual results to differ materially from
the Company's expectations include: (i) factors described in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2022, and the Company's Quarterly Report on Form
10-Q for the quarter ended March 31,
2023, including those set forth under the captions "Risk
Factors", "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operation"; (ii) defaults by
borrowers in paying debt service on outstanding indebtedness; (iii)
impairment in the value of real estate property securing the
Company's loans or in which the Company invests; (iv) availability
of mortgage origination and acquisition opportunities acceptable to
the Company; (v) potential mismatches in the timing of asset
repayments and the maturity of the associated financing agreements;
(vi) the Company's ability to achieve the benefits that it
anticipates from the prior acquisition of the project finance
origination, underwriting and capital markets business of GE
Capital Global Holdings, LLC; (vii) the duration and extent of the
ongoing effects of the COVID-19 pandemic, including variants and
resurgences, or any future pandemic or similar outbreak, on the
global economy, the Company's operations and financial performance
and the operations and financial performance of the borrowers
underlying the Company's real estate-related assets and
infrastructure loans and tenants of the Company's owned properties;
(viii) national and local economic and business conditions,
including as a result of the ongoing impact of the COVID-19
pandemic; (ix) the occurrence of certain geo-political events (such
as wars, terrorist attacks and tensions between states) that affect
the normal and peaceful course of international relations (such as
the war between Russia and
Ukraine); (x); general and local
commercial and residential real estate property conditions; (xi)
changes in federal government policies; (xii) changes in federal,
state and local governmental laws and regulations; (xiii) increased
competition from entities engaged in mortgage lending and
securities investing activities; (xiv) changes in interest rates;
and (xv) the availability of, and costs associated with, sources of
liquidity.
Contact:
Zachary Tanenbaum
Starwood Property Trust
Phone: 203-422-7788
Email: ztanenbaum@starwood.com
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SOURCE Starwood Property Trust, Inc.