0001564590-20-057255.txt : 20201216 0001564590-20-057255.hdr.sgml : 20201216 20201216141403 ACCESSION NUMBER: 0001564590-20-057255 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201216 DATE AS OF CHANGE: 20201216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Starwood Real Estate Income Trust, Inc. CENTRAL INDEX KEY: 0001711929 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 822023409 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-220997 FILM NUMBER: 201392064 BUSINESS ADDRESS: STREET 1: 1601 WASHINGTON AVENUE, SUITE 800 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 305-695-5500 MAIL ADDRESS: STREET 1: 1601 WASHINGTON AVENUE, SUITE 800 CITY: MIAMI BEACH STATE: FL ZIP: 33139 424B3 1 ck0001711929-424b3.htm 424B3 ck0001711929-424b3.htm

 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-220997

 

STARWOOD REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 16 DATED DECEMBER 16, 2020

TO THE PROSPECTUS DATED APRIL 15, 2020

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 15, 2020 (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 provide an update on our November 2020 rent collections;

 

 

to disclose the transaction price for each class of our common stock as of January 1, 2021;

 

 

to disclose the calculation of our November 30, 2020 NAV per share for each class of our common stock;

 

 

to provide an update on the status of our current public offering (the “Offering”); and

 

 

to disclose the appointment of Chris Lowthert to the Investment Committee of our Advisor.

 

November 2020 Rent Collections Update

 

Rent collections remain strong, which has enabled us to provide investors with consistent, stable distributions. We have collected 96% of November rents, which continues to demonstrate the strength of our real estate portfolio.

January 1, 2021 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of January 1, 2021 (and repurchases as of December 31, 2020) is as follows:

 

 

 

Transaction Price

(per share)

 

Class S

 

$

21.40

 

Class T

 

$

21.26

 

Class D

 

$

21.30

 

Class I

 

$

21.35

 

 

The January 1, 2021 transaction price for each of our share classes is equal to such class’s NAV per share as of November 30, 2020. A detailed presentation of the NAV per share is set forth below. No transactions or events have occurred since November 30, 2020 that would have a material impact on our NAV per share. 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.

 

 

 

 

 

 

 

SREIT-SUP16-1220

 

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November 30, 2020 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. All of our property investments are appraised annually by third party appraisal firms in accordance with our valuation guidelines and such appraisals are reviewed by our independent valuation advisor. We have included a breakdown of the components of total NAV and NAV per share for November 30, 2020 along with the immediately preceding month.

 

Our total NAV presented in the following tables includes the NAV of our Class S, Class T, Class D, and Class I common stockholders, 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 November 30, 2020 ($ and shares/units in thousands):

 

Components of NAV

 

November 30, 2020

 

Investments in real properties

 

$

4,735,598

 

Investments in real estate-related securities

 

 

218,754

 

Cash and cash equivalents

 

 

91,360

 

Restricted cash

 

 

172,206

 

Other assets

 

 

32,979

 

Debt obligations

 

 

(3,188,364

)

Subscriptions received in advance

 

 

(124,583

)

Other liabilities

 

 

(83,694

)

Performance participation accrual

 

 

(4,289

)

Management fee payable

 

 

(1,927

)

Accrued stockholder servicing fees (1)

 

 

(709

)

Minority interest

 

 

(15,121

)

Net asset value

 

$

1,832,210

 

Number of outstanding shares/units

 

 

85,735

 

    

(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 as such fee is paid. 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 November 30, 2020, we have accrued under GAAP $69.2 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 November 30, 2020 ($ 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

 

$

940,824

 

 

$

50,771

 

 

$

55,824

 

 

$

774,533

 

 

$

10,258

 

 

$

1,832,210

 

Number of outstanding shares/units

 

 

43,963

 

 

 

2,388

 

 

 

2,621

 

 

 

36,282

 

 

 

481

 

 

 

85,735

 

NAV Per Share/Unit as of November 30, 2020

 

$

21.40

 

 

$

21.26

 

 

$

21.30

 

 

$

21.35

 

 

$

21.35

 

 

 

 

 

    

(1)

Includes the partnership interests of the Operating Partnership held by the Special Limited Partner.

 

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the November 30, 2020 valuations, based on property types.

 

Property Type

 

Discount

Rate

 

 

Exit

Capitalization

Rate

 

Multifamily

 

6.5%

 

 

5.2%

 

Hotel

 

9.4%

 

 

8.0%

 

Office

 

7.2%

 

 

6.0%

 

Industrial

 

6.7%

 

 

6.2%

 

Medical office

 

6.6%

 

 

5.7%

 

2

 


 

 

These assumptions are determined by the Advisor, 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

 

 

Hotel

Investment

Values

 

 

Office

Investment

Values

 

 

Industrial

Investment

Values

 

 

Medical office

Investment

Values

 

Discount Rate

 

0.25% decrease

 

+1.9%

 

 

+1.8%

 

 

+2.0%

 

 

+1.9%

 

 

+2.1%

 

(weighted average)

 

0.25% increase

 

(1.9)%

 

 

(1.8)%

 

 

(1.9)%

 

 

(1.9)%

 

 

(2.0)%

 

Exit Capitalization Rate

 

0.25% decrease

 

+3.1%

 

 

+1.7%

 

 

+3.0%

 

 

+2.6%

 

 

+3.2%

 

(weighted average)

 

0.25% increase

 

(2.8)%

 

 

(1.6)%

 

 

(2.8)%

 

 

(2.4)%

 

 

(2.9)%

 

 

The following table provides a breakdown of the major components of our NAV as of October 31, 2020 ($ and shares/units in thousands):

 

Components of NAV

 

October 31, 2020

 

Investments in real properties

 

$

4,714,606

 

Investments in real estate-related securities

 

 

219,137

 

Cash and cash equivalents

 

 

35,587

 

Restricted cash

 

 

124,949

 

Other assets

 

 

26,643

 

Debt obligations

 

 

(3,171,552

)

Subscriptions received in advance

 

 

(80,709

)

Other liabilities

 

 

(102,899

)

Performance participation accrual

 

 

(2,921

)

Management fee payable

 

 

(1,834

)

Accrued stockholder servicing fees (1)

 

 

(692

)

Minority interest

 

 

(15,070

)

Net asset value

 

$

1,745,245

 

Number of outstanding shares/units

 

 

81,757

 

 

 

(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 as such fee is paid. Under 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 October 31, 2020, we have accrued under GAAP $67.3 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 October 31, 2020 ($ 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

 

$

906,189

 

 

$

49,352

 

 

$

55,115

 

 

$

724,342

 

 

$

10,247

 

 

$

1,745,245

 

Number of outstanding shares/units

 

 

42,393

 

 

 

2,323

 

 

 

2,591

 

 

 

33,969

 

 

 

481

 

 

 

81,757

 

NAV Per Share/Unit as of October 31, 2020

 

$

21.38

 

 

$

21.24

 

 

$

21.27

 

 

$

21.32

 

 

$

21.32

 

 

 

 

 

    

(1)

Includes the partnership interests of the Operating Partnership held by the Special Limited Partner.

 

Status of our Current Public Offering

 

We are currently offering on a continuous basis up to $5.0 billion in shares of common stock, consisting of up to $4.0 billion in shares in our primary offering and up to $1.0 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we had issued and sold (i) 89,403,853 shares of our common stock (consisting of 45,925,314 Class S shares, 2,539,570 Class T shares, 2,821,449 Class D shares and 38,117,520 Class I shares) in the primary offering for total proceeds of $1.9 billion and (ii) 2,482,257

3

 


shares of our common stock (consisting of 1,571,559 Class S Shares, 66,746 Class T Shares, 109,958 Class D Shares and 733,994 Class I Shares) pursuant to our distribution reinvestment plan for a total value of $52.8 million. We intend to continue selling shares in the offering on a monthly basis.

 

Appointments to the Investment Committee of our Advisor

The disclosure appearing under the heading “The Advisor and Starwood Capital” beginning on page 144 of our prospectus is supplemented with the following:

The Advisor has appointed Chris Lowthert as a member of the Investment Committee.

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