Starwood Property Trust,Inc. (NYSE:STWD) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information required by Item 2.03 contained in Item 8.01
below is incorporated by reference herein.
Item 8.01. Other Events.
Convertible Senior Notes Offering
On March24, 2017, Starwood Property Trust,Inc. (the Company) and
its external manager, SPT Management, LLC (the Manager), entered
into an Underwriting Agreement (the Underwriting Agreement) with
Goldman, Sachs Co. (the Underwriter), relating to the issuance
and sale of $250,000,000 aggregate principal amount of its 4.375%
Convertible Senior Notes due 2023 (the Convertible Notes). Prior
to October1, 2022, the Convertible Notes will be convertible only
upon certain circumstances and during certain periods, and
thereafter will be convertible at any time prior to the close of
business on the second scheduled trading day prior to maturity at
an initial conversion rate of 38.5959 shares of common stock per
$1,000 principal amount of Convertible Notes, subject to
adjustment in certain circumstances. Upon conversion, holders
will receive cash, shares of the Companys common stock, par value
$0.01 per share, or a combination thereof at the Companys
election. On or after January1, 2023, the Company may redeem the
Convertible Notes for cash, in whole or from time to time in
part, at the Companys option, at a redemption price equal to 50%
of the principal amount of the Convertible Notes to be redeemed,
plus accrued and unpaid interest thereon to, but excluding, the
redemption date.
The Convertible Notes were issued on March29, 2017 to an
Indenture, dated as of February15, 2013, between the Company and
The Bank of New York Mellon, as trustee (the Trustee), as
supplemented by the Fourth Supplemental Indenture, dated as of
March29, 2017, between the Company and the Trustee. The
Convertible Notes and the shares of the Companys common stock
issuable upon conversion of the Convertible Notes have been
registered under the Securities Act of 1933, as amended (the
Act), to a shelf registration statement on FormS-3 (File
No.333-210560) previously filed by the Company with the
Securities and Exchange Commission under the Act.
Ratios of Earnings to Fixed Charges
The Company is filing as Exhibit12.1 to this Current Report on
Form8-K a Statement of Computation of Ratios of Earnings to Fixed
Charges, which includes the calculation of its historical ratios
of earnings to fixed charges for the years ended December31,
2016, 2015, 2014, 2013, and 2012.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
|
Exhibit Number |
|
Description |
|
1.1 |
Underwriting Agreement, dated March24, 2017, among the |
|
|
4.1 |
Indenture for Senior Debt Securities, dated as of |
|
|
4.2 |
Fourth Supplemental Indenture, dated as of March29, 2017, |
|
|
4.3 |
Formof 4.375% Convertible Senior Notes due 2023 (included |
|
|
5.1 |
Opinion of Sidley Austin LLP |
|
|
5.2 12.1 |
Opinion of Morrison Foerster LLP Statement of Computation |
|
|
23.1 |
Consent of Sidley Austin LLP (included in Exhibit5.1) |
|
|
23.2 |
Consent of Morrison Foerster LLP (included in Exhibit5.2) |
* Incorporated by reference to exhibit 4.6 of the Registration
Statement of Starwood Property Trust,Inc. on FormS-3 (File
No.333-210560), filed with the SEC on April1, 2016.
About Starwood Property Trust, Inc. (NYSE:STWD)
Starwood Property Trust, Inc. is a real estate investment trust. The Company operates through three business segments: Real estate lending (the Lending Segment), which engages primarily in originating, acquiring, financing and managing commercial first mortgages, subordinated mortgages, mezzanine loans, preferred equity, commercial mortgage-backed securities (CMBS), residential mortgage-backed securities, and other real estate and real estate-related debt investments; Real estate investing and servicing (the Investing and Servicing Segment), which includes a servicing business in the United States that manages and works out problem assets; an investment business that selectively acquires and manages unrated, investment grade and non-investment grade rated CMBS, and a mortgage loan business, and Real estate property (the Property Segment), which engages primarily in acquiring and managing equity interests in stabilized commercial real estate properties. Starwood Property Trust, Inc. (NYSE:STWD) Recent Trading Information
Starwood Property Trust, Inc. (NYSE:STWD) closed its last trading session up +0.24 at 22.60 with 2,423,071 shares trading hands.