UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former Name or 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: None
| Title of each class |
Trading |
Name of each exchange on which registered | ||
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 3.02 | Unregistered Sales of Equity Securities. |
In connection with the continuous private offering of Starwood Credit Real Estate Income Trust, a Maryland statutory trust (the “Company”), on April 1, 2024, the Company sold an aggregate of 1,753,807.825 of its common shares of beneficial interest, par value $0.01 per share (the “Shares”), for aggregate consideration of approximately $35.3 million at a price per Class S Share and Class I Share equal to $20.0407 and $20.0369, respectively, plus applicable upfront selling commissions and dealer manager fees. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Regulation D promulgated thereunder.
The following table details the Shares sold:
| Title of Securities |
Number of Shares Sold |
Aggregate Consideration | ||
| Class S Shares | 1,086,289.398 | $21,961,350 (1) | ||
| Class I Shares | 667,518.427 | $13,375,000 |
| (1) | Includes upfront selling commission and dealer manager fees of $191,350. |
SIGNATURES
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.
| STARWOOD CREDIT REAL ESTATE INCOME TRUST | ||||||
| Date: April 4, 2024 | ||||||
| By: | /s/ Dennis G. Schuh | |||||
| Name: | Dennis G. Schuh | |||||
| Title: | Chief Executive Officer and President | |||||
Document and Entity Information |
Apr. 01, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001986395 |
| Document Type | 8-K |
| Document Period End Date | Apr. 01, 2024 |
| Entity Registrant Name | Starwood Credit Real Estate Income Trust |
| Entity Incorporation State Country Code | MD |
| Entity File Number | 000-56577 |
| Entity Tax Identification Number | 93-6487687 |
| Entity Address, Address Line One | 2340 Collins Avenue |
| Entity Address, City or Town | Miami Beach |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33139 |
| City Area Code | (305) |
| Local Phone Number | 695-5500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | true |