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): January 14, 2014
Starwood Property Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland |
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001-34436 |
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27-0247747 |
591 West Putnam Avenue Greenwich, CT |
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06830 |
(Address of principal |
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(Zip Code) |
executive offices) |
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Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On January 14, 2014, Starwood Property Trust, Inc. issued a press release announcing the record date and distribution date for the spin-off of its single-family residential business. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release, dated January 14, 2014.
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.
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STARWOOD PROPERTY TRUST, INC. | |
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Dated: January 14, 2014 |
By: |
/s/ Andrew J. Sossen |
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Name: |
Andrew J. Sossen |
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Title: |
Chief Operating Officer and General Counsel |
Exhibit 99.1
STARWOOD PROPERTY TRUST SETS RECORD DATE AND DISTRIBUTION DATE FOR SPIN-OFF OF STARWOOD WAYPOINT RESIDENTIAL TRUST
GREENWICH, CONN. (January 14, 2014) Starwood Property Trust, Inc. (NYSE: STWD) today announced that its Board of Directors has formally declared the distribution of common shares of Starwood Waypoint Residential Trust (Starwood Waypoint), a wholly owned subsidiary of Starwood Property Trust. The distribution will complete the spin-off of Starwood Waypoint from Starwood Property Trust. Following the distribution, Starwood Waypoint will be an independent, publicly-traded real estate investment trust (REIT) primarily focused on investing in U.S. single-family rental homes and non-performing residential mortgage loans.
The distribution will be made on or about January 31, 2014 (the Distribution Date) to Starwood Property Trust stockholders of record (STWD Record Holders) as of 5:00 p.m., Eastern Time, on January 24, 2014 (the Record Date).
On the Distribution Date, Starwood Property Trust will distribute all of the Starwood Waypoint common shares to STWD Record Holders. Each STWD Record Holder will receive one Starwood Waypoint common share for every five shares of Starwood Property Trust common stock held on the Record Date. STWD Record Holders are not required to take any action to receive Starwood Waypoint common shares in the distribution, and they will not be required to surrender or exchange their Starwood Property Trust shares. On the first trading day after the Distribution Date, February 3, 2014, Starwood Property Trusts shares of common stock will continue to trade on the NYSE under the ticker symbol STWD, and Starwood Waypoints common shares will commence trading on the NYSE under the ticker symbol SWAY.
The distribution remains subject to the Securities and Exchange Commission (the SEC) declaring effective Starwood Waypoints registration statement on Form 10, which Starwood Property Trust expects to occur in the coming days.
A presentation containing more information regarding the spin-off of Starwood Waypoint will be available on Starwood Property Trusts website, www.starwoodpropertytrust.com, in the Investor Relations Section.
Trading Before the Distribution Date
The New York Stock Exchange (NYSE) has informed Starwood Property Trust that, in connection with the spin-off, there will be three trading markets expected to begin on January 22 and to continue through and including January 31, 2014:
· In the regular way market (NYSE: STWD), shares of Starwood Property Trust common stock will trade with the right to the Starwood Waypoint common shares distributed on the Distribution Date.
· In the ex-distribution market (NYSE: STWD WI), shares of Starwood Property Trust common stock will trade without the right to the Starwood Waypoint common shares distributed on the Distribution Date.
· In the when-issued market (NYSE: SWAY WI), the right to the Starwood Waypoint common shares distributed on the Distribution Date will trade.
Starwood Property Trust stockholders are urged to consult their financial advisors and tax advisors regarding the particular consequences of the distribution in their situation, including, without limitation, the specific
implications of selling Starwood Property Trust common stock on or prior to the Distribution Date and the applicability and effect of any U.S. federal, state, local and foreign tax laws.
About Starwood Property Trust
Starwood Property Trust is focused on originating, investing in, financing and managing commercial mortgage loans and other commercial real estate debt investments, commercial mortgage-backed securities (CMBS), and other commercial real estate-related debt investments. Starwood Property Trust, through its 2013 acquisition of LNR Property LLC (LNR), now also operates as special servicer in the United States and a primary and special servicer in Europe and has expanded its product offering to include fixed rate conduit loans. Starwood Property Trust also invests in residential mortgage-backed securities (RMBS) and residential real estate owned, and may invest in non-performing loans, commercial properties subject to net leases and residential mortgage loans. Starwood Property Trust is externally managed and advised by SPT Management, LLC, an affiliate of Starwood Capital Group, and has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes.
Investor Relations Starwood Property Trust
Phone: 203-422-7788
Email: investorrelations@stwdreit.com
Media Relations Starwood Property Trust
Phil Denning or Jason Chudoba
ICR, Inc.
Phone: 203-682-8200
Jason.chudoba@icrinc.com, Phil.denning@icrinc.com
Media Relations Starwood Capital Group
Tom Johnson
Abernathy MacGregor
212-371-5999