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): April 14, 2015
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 | | (Zip Code) |
executive offices) | | |
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))
Item 8.01. Other Events.
On April 14, 2015, Starwood Property Trust, Inc. (the “Company”) and its external manager, SPT Management, LLC (the “Manager”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (the “Underwriters”) relating to the issuance and sale of 12,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,800,000 shares of Common Stock, which the Underwriters exercised in full on April 16, 2015. The Company expects to receive net proceeds from the offering of approximately $325.4 million (including the net proceeds for the option shares) after deducting its estimated expenses. The offering closed on April 20, 2015.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number | | Description |
| | |
1.1 | | Underwriting Agreement, dated April 14, 2015, among the Company, the Manager and the Underwriters |
5.1 | | Opinion of Foley & Lardner LLP regarding the legality of the shares |
23.1 | | Consent of Foley & Lardner 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: April 20, 2015 | STARWOOD PROPERTY TRUST, INC. |
| |
| |
| By: | /s/ Andrew J. Sossen |
| Name: | Andrew J. Sossen |
| Title: | Chief Operating Officer and General Counsel |
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EXHIBIT INDEX
Exhibit
Number | | Description |
| | |
1.1 | | Underwriting Agreement, dated April 14, 2015, among the Company, the Manager and the Underwriters |
5.1 | | Opinion of Foley & Lardner LLP regarding the legality of the shares |
23.1 | | Consent of Foley & Lardner LLP (included in Exhibit 5.1) |
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