8-K

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): August 30, 2018

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:

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))

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 o

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. o

Item 8.01Other Events.

Starwood Property Trust, Inc. (the “Company”) is filing herewith the opinion of Morrison & Foerster LLP as an exhibit to its Registration Statement on Form S-3 (Registration No. 333-210560) (the “Registration Statement”) in connection with the resale from time to time of shares of common stock, par value $0.01 per share, of the Company by the selling stockholders identified in the prospectus supplement dated August 30, 2018 to the prospectus dated April 1, 2016 (collectively, the “Prospectus”) forming part of the Registration Statement. Such resale will be made under the Registration Statement and the Prospectus.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
5.1	Opinion of Morrison & Foerster LLP
23.1	Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

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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: August 30, 2018	STARWOOD PROPERTY TRUST, INC.
	By:	/s/ Andrew J. Sossen
	Name:	Andrew J. Sossen
	Title:	Chief Operating Officer and General Counsel

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EX-5.1

Exhibit 5.1

250 WEST 55TH STREET
NEW YORK, NY  10019-9601 TELEPHONE: 212.468.8000 FACSIMILE: 212.468.7900 WWW.MOFO.COM MORRISON  FOERSTER LLP

BEIJING, BERLIN, BRUSSELS,
DENVER, HONG KONG, LONDON,
LOS ANGELES, NEW YORK,
NORTHERN VIRGINIA, PALO ALTO,
SAN DIEGO, SAN FRANCISCO, SHANGHAI,
SINGAPORE, TOKYO, WASHINGTON, D.C.

August 30, 2018

STARWOOD PROPERTY TRUST, INC.

591 West Putnam Avenue

Greenwich, Connecticut 06830

Re:Current Report on Form 8-K

Ladies and Gentlemen:

We serve as special Maryland counsel to Starwood Property Trust, Inc., a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3ASR (File No. 333-210560) (the “Registration Statement”) and prospectus supplement (the “Prospectus Supplement”) as filed with the Securities and Exchange Commission (the “Commission”), relating to resales from time to time of up to 11,863,701 shares (collectively, the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) by the selling stockholders identified in the Prospectus Supplement (the “Selling Stockholders”), pursuant to the terms set forth in the Amended and Restated Limited Liability Company Agreement of SPT Dolphin Intermediate LLC (the “LLC Agreement”).  This opinion is being provided at your request in connection with the filing of the Current Report on Form 8-K (the “Form 8-K”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1.The Registration Statement, in the form in which it was filed with the Commission;

2.The prospectus dated April 1, 2016, which forms part of the Registration Statement, as amended and supplemented to date (the “Prospectus”), in the form in which it was filed with the Commission under the Securities Act;

3.The Prospectus Supplement dated August 30, 2018 to the Prospectus, with respect to the offering and sale of the Shares, in the form in which it was filed with the Commission under the Securities Act;

4.The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (“SDAT”);

5.The Amended and Restated Bylaws of the Company, certified as of the date hereof by the Secretary of the Company;

6.All resolutions adopted by the Board of Directors of the Company (or a duly authorized committee thereof) (the “Board”) relating to the issuance of the Shares to the Selling Stockholders, certified as of the date hereof by the Secretary of the Company;

7.A certificate of the SDAT as to the good standing of the Company, dated as of the date hereof; and

8.A certificate executed by Andrew J. Sossen, Secretary of the Company, dated as of the date hereof.

In expressing the opinion set forth below, we have assumed the following:

1.Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations (including the Company’s) set forth therein are legal, valid and binding.

4.All Documents submitted to us as originals are authentic.  All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all such Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All statements and information contained in the Documents are true and complete.  There has been no oral or written modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise.

5.The Shares will not be issued or transferred in violation of any restriction or limitation on transfer or ownership of Equity Stock (as defined in the Charter) contained in Article VII of the Charter.

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6.Prior to the issuance of any of the Shares to the Selling Stockholders, the Company will have available for issuance, under the Charter, the requisite number of authorized but unissued shares of Common Stock.

7.The LLC Agreement is a valid and legally binding contract that conforms to the description thereof set forth in the Prospectus Supplement.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.The issuance of the Shares has been duly authorized and, when and to the extent issued and delivered as contemplated by the resolutions of the Board (or a duly authorized committee thereof) and the LLC Agreement, the Shares will be validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law.  We express no opinion as to compliance with the securities (or “blue sky”) laws of the State of Maryland.  The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Form 8-K.

We hereby consent to the filing of this opinion as an exhibit to the Form 8-K.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ MORRISON & FOERSTER LLP

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