Filed Pursuant to Rule 424(b)(3)
Registration No. 333-220997
STARWOOD REAL ESTATE INCOME TRUST, INC.
SUPPLEMENT NO. 18 DATED FEBRUARY 12, 2021
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 January 2021 rent collections; |
| • | to provide an update on our acquisition pipeline; |
| • | to disclose the transaction price for each class of our common stock as of March 1, 2021; |
| • | to disclose the calculation of our January 31, 2021 NAV per share for each class of our common stock; and |
| • | to provide an update on the status of our current public offering (the “Offering”). |
January 2021 Rent Collections Update
Rent collections remain strong, which has enabled us to provide investors with consistent, stable distributions. We have collected 95% of January rents, which continues to demonstrate the strength of our real estate portfolio.
Acquisition Pipeline
We continue to identify compelling investment opportunities with attractive risk-reward, utilizing our longstanding industry relationships to generate proprietary deal flow. While transaction volumes are down from a year ago, we are pleased to see a modest rebound in transactional activity. Our current acquisition pipeline totals $633 million of investments under contract that are expected to close over the next 30 days.
March 1, 2021 Transaction Price
The transaction price for each share class of our common stock for subscriptions accepted as of March 1, 2021 (and repurchases as of February 28, 2021) is as follows:
|
| Transaction Price (per share) |
| |
Class S |
| $ | 21.73 |
|
Class T |
| $ | 21.60 |
|
Class D |
| $ | 21.62 |
|
Class I |
| $ | 21.68 |
|
The March 1, 2021 transaction price for each of our share classes is equal to such class’s NAV per share as of January 31, 2021. A detailed presentation of the NAV per share is set forth below. No transactions or events have occurred since January 31, 2021 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-SUP18-0221
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January 31, 2021 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 January 31, 2021 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 January 31, 2021 ($ and shares/units in thousands):
Components of NAV |
| January 31, 2021 |
| |
Investments in real properties |
| $ | 5,064,230 |
|
Investments in real estate-related securities |
|
| 217,067 |
|
Cash and cash equivalents |
|
| 255,939 |
|
Restricted cash |
|
| 168,000 |
|
Other assets |
|
| 23,043 |
|
Debt obligations |
|
| (3,380,533 | ) |
Subscriptions received in advance |
|
| (117,921 | ) |
Other liabilities |
|
| (87,968 | ) |
Performance participation accrual |
|
| (1,917 | ) |
Management fee payable |
|
| (2,223 | ) |
Accrued stockholder servicing fees (1) |
|
| (822 | ) |
Minority interest |
|
| (19,860 | ) |
Net asset value |
| $ | 2,117,035 |
|
Number of outstanding shares/units |
|
| 97,557 |
|
(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 January 31, 2021, we have accrued under GAAP $76.6 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold. |
The following table provides a breakdown of our total NAV and NAV per share, by share class, as of January 31, 2021 ($ 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 |
| $ | 1,062,597 |
|
| $ | 53,761 |
|
| $ | 64,683 |
|
| $ | 910,507 |
|
| $ | 25,487 |
|
| $ | 2,117,035 |
|
Number of outstanding shares/units |
|
| 48,895 |
|
|
| 2,488 |
|
|
| 2,991 |
|
|
| 42,007 |
|
|
| 1,176 |
|
|
| 97,557 |
|
NAV Per Share/Unit as of January 31, 2021 |
| $ | 21.73 |
|
| $ | 21.60 |
|
| $ | 21.62 |
|
| $ | 21.68 |
|
| $ | 21.68 |
|
|
|
|
|
(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 January 31, 2021 valuations, based on property types.
Property Type |
| Discount Rate |
|
| Exit Capitalization Rate |
|
Multifamily |
| 6.4% |
|
| 5.2% |
|
Hotel |
| 9.4% |
|
| 8.0% |
|
Office |
| 7.2% |
|
| 6.0% |
|
Industrial |
| 6.5% |
|
| 5.5% |
|
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 |
| +2.0% |
|
| +1.8% |
|
| +2.0% |
|
| +2.0% |
|
| +2.0% |
|
(weighted average) |
| 0.25% increase |
| (1.9)% |
|
| (1.8)% |
|
| (1.9)% |
|
| (1.9)% |
|
| (2.0)% |
|
Exit Capitalization Rate |
| 0.25% decrease |
| +3.2% |
|
| +1.7% |
|
| +3.0% |
|
| +3.0% |
|
| +3.2% |
|
(weighted average) |
| 0.25% increase |
| (3.0)% |
|
| (1.6)% |
|
| (2.7)% |
|
| (2.8)% |
|
| (2.9)% |
|
The following table provides a breakdown of the major components of our NAV as of December 31, 2020 ($ and shares/units in thousands):
Components of NAV |
| December 31, 2020 |
| |
Investments in real properties |
| $ | 5,056,335 |
|
Investments in real estate-related securities |
|
| 218,225 |
|
Cash and cash equivalents |
|
| 128,650 |
|
Restricted cash |
|
| 164,761 |
|
Other assets |
|
| 21,749 |
|
Debt obligations |
|
| (3,379,633 | ) |
Subscriptions received in advance |
|
| (113,532 | ) |
Other liabilities |
|
| (77,479 | ) |
Performance participation accrual |
|
| (15,061 | ) |
Management fee payable |
|
| (2,103 | ) |
Accrued stockholder servicing fees (1) |
|
| (778 | ) |
Minority interest |
|
| (19,817 | ) |
Net asset value |
| $ | 1,981,317 |
|
Number of outstanding shares/units |
|
| 91,375 |
|
| (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 December 31, 2020, we have accrued under GAAP $73.2 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold. |
The following table provides a breakdown of our total NAV and NAV per share, by share class, as of December 31, 2020 ($ 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 |
| $ | 1,008,165 |
|
| $ | 53,141 |
|
| $ | 61,513 |
|
| $ | 848,089 |
|
| $ | 10,409 |
|
| $ | 1,981,317 |
|
Number of outstanding shares/units |
|
| 46,432 |
|
|
| 2,463 |
|
|
| 2,847 |
|
|
| 39,153 |
|
|
| 481 |
|
|
| 91,375 |
|
NAV Per Share/Unit as of December 31, 2020 |
| $ | 21.71 |
|
| $ | 21.57 |
|
| $ | 21.61 |
|
| $ | 21.66 |
|
| $ | 21.66 |
|
|
|
|
|
(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) 102,914,143 shares of our common stock (consisting of 52,536,555 Class S shares, 2,642,795 Class T shares, 3,429,325 Class D shares and 44,305,468 Class I shares) in the primary offering for total proceeds of $2.2 billion and (ii) 2,905,670 shares of our common stock (consisting of 1,817,285 Class S Shares, 78,860 Class T Shares, 129,267 Class D Shares and 880,258
3
Class I Shares) pursuant to our distribution reinvestment plan for a total value of $61.9 million. We intend to continue selling shares in the offering on a monthly basis.
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