Shareholders' Equity | 9. Shareholders' Equity Authorized Capital As of July 14, 2023, the Company was authorized to issue an unlimited number of shares classified as common shares, par value $ 0.01 per share. On December 1, 2023, the Company amended its Declaration of Trust, pursuant to which the Company is authorized to issue an unlimited number of common shares of beneficial interest, par value $ 0.01 per share, including an unlimited number of shares classified as Class T shares, an unlimited number of shares classified as Class S shares, an unlimited number of shares classified as Class D shares, an unlimited number of shares classified as Class I shares, and an unlimited number of shares classified as Class E shares, and an unlimited number of shares classified as preferred shares of beneficial interest, par value $ 0.01 per share. The Company is conducting a continuous, blind pool private offering, pursuant to which it is offering and selling its common shares to a limited number of accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended), including common shares classified as Class T shares, Class S shares, Class D shares, Class I shares and Class E shares. The share classes have different upfront selling commissions and ongoing shareholder servicing fees. The per share purchase price for each class of its common shares will vary and will generally equal the Company’s prior month’s NAV per share, as calculated monthly, plus applicable upfront selling commissions and dealer manager fees. Common Shares On October 31, 2023, the Company commenced its continuous, blind pool private offering of an unlimited number of its common shares. The following table details the movement of and proceeds received from the Company’s outstanding common shares during the three months ended June 30, 2024 (amounts in thousands except share amounts): Class S Common Shares Class I Common Shares Total Shares outstanding as of March 31, 2024 1,969,181 868,544 2,837,725 Common shares issued 1,830,698 1,842,452 3,673,150 DRIP shares issued 30,581 18,603 49,184 Shares outstanding as of June 30, 2024 3,830,460 2,729,599 6,560,059 Proceeds from issuance of common shares $ 37,602 $ 37,269 $ 74,871 The following table details the movement of and proceeds received from the Company’s outstanding common shares during the six months ended June 30, 2024 (amounts in thousands except share amounts): Class S Common Shares Class I Common Shares Total Shares outstanding as of December 31, 2023 259,750 67,050 326,800 Common shares issued 3,530,004 2,641,010 6,171,014 DRIP shares issued 40,706 21,539 62,245 Shares outstanding as of June 30, 2024 3,830,460 2,729,599 6,560,059 Proceeds from issuance of common shares $ 72,225 $ 53,325 $ 125,550 As of June 30, 2024 , no Class D or Class T shares have been issued. Share Repurchase Plan The board of trustees has adopted a share repurchase plan, which commenced during the quarterly repurchase period ending March 31, 2024, which was the first full calendar quarter following the initial closing of the continuous private offering. Pursuant to the share repurchase plan, shareholders may request on a quarterly basis that the Company repurchase all or any portion of their shares. The Company is not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular quarter in its discretion. Repurchases will be made at the transaction price in effect on the repurchase date, except that shares that have not been outstanding for at least one year will be repurchased at 95 % of the transaction price (an “Early Repurchase Deduction”). The one-year holding period is measured from the first calendar day of the month the shares were issued to the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction will not apply to shares acquired through the distribution reinvestment plan (“DRIP”). The aggregate NAV of total repurchases of Class T shares, Class S shares, Class D shares, and Class I shares (including repurchases at certain non-U.S. investor access funds primarily created to hold our shares) under the share repurchase plan will be limited to no more than 5 % of the aggregate NAV per calendar quarter (measured using the aggregate NAV as of the end of the immediately preceding month). Shares issued to the Advisor pursuant to the Advisory Agreement are not subject to the share repurchase plan, including the quarterly volume limitation and the Early Repurchase Deduction. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any calendar quarter under the share repurchase plan, shares repurchased at the end of the calendar quarter will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted after the start of the next calendar quarter, or upon the recommencement of the share repurchase plan, as applicable. The board of trustees designated the following persons as “Key Persons” under the share repurchase plan: Barry Sternlicht, Jeffrey Dishner, Ellis Rinaldi, Dennis Schuh and any individual that replaces such persons. The share repurchase plan provides that if two or more Key Persons are no longer actively involved in the business and activities of Starwood Capital, or are otherwise unable or unwilling to exercise the authority and discharge those day-to-day management responsibilities with respect to Starwood Capital as are currently exercised and discharged by such Key Person(s) (such inactivity, inability or unwillingness, “Inactivity”), and Starwood Capital has not appointed one or more replacements who will fulfill substantially all of the duties of one of such Key Persons within 90 days from the date such Inactivity began (meaning, for the sake of clarity, that one Key Person’s responsibilities may remain unfilled for longer than 90 days) (a “Key Person Triggering Event”), then the Early Repurchase Deduction is waived with respect to shares that have been purchased in the 12 months preceding the expiration of five business days after the disclosure by the Company of the occurrence of such Key Person Triggering Event (“Disclosure Date”) as set forth herein. If the Disclosure Date is (x) at least one (1) business day prior to the date upon which the transaction price is made available during a quarter-ending month, the Early Repurchase Deduction shall be waived through the first repurchase date or (y) on or following the date upon which the transaction price is made available during a quarter-ending month, the Early Repurchase Deduction shall be waived through the next two (2) repurchase dates. The waiver of the Early Repurchase Deduction set forth in this paragraph will not apply to shares acquired through the DRIP. Under the share repurchase plan, our board of trustees may amend, suspend or terminate the share repurchase plan at any time if it deems such action to be in our best interest. As a result, share repurchases may not be available each quarter. We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of or repayment under our assets, borrowings or offering proceeds, and we have no limits on the amounts we may pay from such sources. Should repurchase requests, in the Company’s judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in real estate or other investments rather than repurchasing our shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, the board of trustees may make exceptions to, modify or suspend the share repurchase plan if it deems in its reasonable judgment such action to be in the Company’s best interest. For the three months and six months ended June 30, 2024 , the Company received no repurchase requests. Distributions The following table details the aggregate distributions declared for Class S and Class I common shares for the three months ended June 30, 2024: Class S Common Shares Class I Common Shares (1) Aggregate gross distributions declared per common share $ 0.3876 $ 0.3876 Shareholder servicing fee per common share 0.0428 - Net distributions declared per common share $ 0.3448 $ 0.3876 The following table details the aggregate distributions declared for Class S and Class I common shares for the six months ended June 30, 2024: Class S Common Shares Class I Common Shares (1) Aggregate gross distributions declared per common share $ 0.7752 $ 0.7752 Shareholder servicing fee per common share 0.0851 - Net distributions declared per common share $ 0.6901 $ 0.7752 (1) There is no shareholder servicing fee with respect Class I shares. Refer to Note 11 — “Related Party Transactions” below for further information on shareholder servicing fees. |