8-K

STARWOOD PROPERTY TRUST, INC. (STWD)

8-K 2021-11-09 For: 2021-11-09
View Original
Added on April 06, 2026

UNITED STATESSECURITIES 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): November 9, 2021

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland 001-34436 27-0247747
(State or other jurisdiction <br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)
591 West Putnam Avenue<br><br>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:

☐    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:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value per share STWD New York Stock Exchange

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 2.02. Results of Operations and Financial Condition.

On November 9, 2021, Starwood Property Trust, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2021. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit<br><br>Number Description
99.1 Press Release, dated November 9, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit<br>Number Description
99.1 Press Release, dated November 9, 2021

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: November 9, 2021 STARWOOD PROPERTY TRUST, INC.
By: /s/ ANDREW J. SOSSEN
Name: Andrew J. Sossen
Title: Chief Operating Officer

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Exhibit 99.1

For Immediate Release

Starwood Property Trust Reports Results for the

Quarter Ended September 30, 2021

– Quarterly GAAP Earnings of $0.44 and Distributable Earnings of $0.52 per Diluted Share –

– $3.8 Billion of Investment Activity in Third Quarter –

– $9.6 Billion of Investment Activity Year-to-Date, Including $5.6 Billion in Commercial Lending –

– Paid Dividend of $0.48 per Share –

– After Quarter End, Sold a 20.6% Interest in New Investment Fund Which Holds Affordable Housing Portfolio at a $2.3 Billion Valuation –

GREENWICH, Conn., November 9, 2021 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) today announced operating results for the fiscal quarter ended September 30, 2021. The Company’s third quarter 2021 GAAP net income was $128.6 million, or $0.44 per diluted share, and Distributable Earnings (a non-GAAP financial measure) was $155.1 million, or $0.52 per diluted share.

“We have been telling you for years about the significant unrealized gains in our property portfolio which highlights the uniqueness of our diversified platform and differentiates us from our peers. We are pleased to announce that after quarter end, we established a new investment fund to hold our Woodstar affordable housing portfolio and sold a 20.6% interest in the fund at a valuation that is approximately $1.1 billion in excess of our cost. This crystallized a portion of our embedded gain and validated over 80% of the $4.57 per share estimated fair market value gains in our properties that we have spoken with you about. Our unique ability to monetize these embedded gains and create incremental value for our shareholders provides us enormous financial flexibility,” commented Barry Sternlicht, Chairman and CEO of Starwood Property Trust.

“We deployed $3.8 billion of capital this quarter, growing our portfolio to an all-time high of over $21.0 billion. We further enhanced the strength of our balance sheet with the issuance of a $400.0 million corporate sustainability bond, and upsizes to our revolver, term loan and multifamily portfolio debt. We have a strong pipeline of domestic and international opportunities across our business cylinders and have already closed over $2.0 billion of investments in the fourth quarter, including $1.1 billion in commercial lending,” added Jeffrey DiModica, President of Starwood Property Trust.

Supplemental Schedules

The Company has published supplemental earnings schedules on its website in order to provide additional disclosure and financial information for the benefit of the Company’s stakeholders. Specifically, these materials can be found on the Company’s website in the Investor Relations section under “Quarterly Results” at www.starwoodpropertytrust.com.

Webcast and Conference Call Information

The Company will host a live webcast and conference call on Tuesday, November 9, 2021, at 10:00 a.m. Eastern Time.  To listen to a live broadcast, access the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. The webcast is available at

www.starwoodpropertytrust.com in the Investor Relations section of the website. The Company encourages use of the webcast due to potential extended wait times to access the conference call via dial-in.

To Participate via Telephone Conference Call:

Dial in at least 15 minutes prior to start time.

Domestic: 1-877-407-9039

International: 1-201-689-8470

Conference Call Playback:

Domestic: 1-844-512-2921

International: 1-412-317-6671

Passcode: 13723497

The playback can be accessed through November 16, 2021.

About Starwood Property Trust, Inc.

Starwood Property Trust (NYSE: STWD) is a leading diversified finance company with a core focus on the real estate and infrastructure sectors. An affiliate of global private investment firm Starwood Capital Group, the Company has successfully deployed over $76 billion of capital since inception and manages a portfolio of over $21 billion across debt and equity investments. Starwood Property Trust’s investment objective is to generate attractive and stable returns for shareholders, primarily through dividends, by leveraging a premiere global organization to identify and execute on the best risk adjusted returning investments across its target assets. Additional information can be found at www.starwoodpropertytrust.com.

Forward-Looking Statements

Statements in this press release which are not historical fact may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements are developed by combining currently available information with our beliefs and assumptions and are generally identified by the words “believe,” “expect,” “anticipate” and other similar expressions.  Although Starwood Property Trust, Inc. believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained.  Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the severity and duration of economic disruption caused by the COVID-19 global pandemic (including the emergence of new strains of the virus), completion of pending investments and financings, continued ability to acquire additional investments, competition within the finance and real estate industries, availability of financing and other risks detailed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as well as other risks and uncertainties set forth from time to time in the Company's reports filed with the SEC.

In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained herein will in fact occur. Except to the extent required by applicable law or regulation, we undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes to future results over time or otherwise.

Additional information can be found on the Company’s website at www.starwoodpropertytrust.com.

Contact: Zachary Tanenbaum

Starwood Property Trust

Phone: 203-422-7788

Email: ztanenbaum@starwood.com

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the three months ended September 30, 2021

(Amounts in thousands)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Subtotal Securitization<br>VIEs Total
Revenues:
Interest income from loans $ 179,486 $ 21,566 $ $ 2,200 $ $ 203,252 $ $ 203,252
Interest income from investment securities 16,043 540 25,140 41,723 (31,026) 10,697
Servicing fees 99 15,447 15,546 (5,073) 10,473
Rental income 1,358 66,673 9,481 77,512 77,512
Other revenues 59 66 54 173 352 352
Total revenues 197,045 22,172 66,727 52,441 338,385 (36,099) 302,286
Costs and expenses:
Management fees 286 (1,239) 24,680 23,727 23,727
Interest expense 52,066 9,381 17,002 5,652 31,651 115,752 (221) 115,531
General and administrative 9,178 3,307 913 21,022 4,372 38,792 72 38,864
Acquisition and investment pursuit costs 158 56 214 214
Costs of rental operations 438 26,634 4,444 31,516 31,516
Depreciation and amortization 312 101 17,882 3,746 22,041 22,041
Credit loss provision (reversal), net 19 (582) (563) (563)
Other expense 23 23 23
Total costs and expenses 62,457 12,207 62,431 33,704 60,703 231,502 (149) 231,353
Other income (loss):
Change in net assets related to consolidated VIEs 28,049 28,049
Change in fair value of servicing rights (410) (410) 2,647 2,237
Change in fair value of investment securities, net (8,682) 2,870 (5,812) 5,513 (299)
Change in fair value of mortgage loans, net 22,464 9,263 31,727 31,727
Earnings (loss) from unconsolidated entities 1,666 399 153 2,218 (176) 2,042
Loss on sale of investments and other assets, net (47) (47) (47)
Gain (loss) on derivative financial instruments, net 38,016 87 (318) 3,992 35 41,812 41,812
Foreign currency (loss) gain, net (26,820) (168) (16) 1 (27,003) (27,003)
Loss on extinguishment of debt (18) (481) (499) (499)
Other loss, net (964) (964) (964)
Total other income (loss) 25,633 300 (334) 15,869 (446) 41,022 36,033 77,055
Income (loss) before income taxes 160,221 10,265 3,962 34,606 (61,149) 147,905 83 147,988
Income tax (provision) benefit (5,652) 488 (2,337) (7,501) (7,501)
Net income (loss) 154,569 10,753 3,962 32,269 (61,149) 140,404 83 140,487
Net income attributable to non-controlling interests (3) (4,691) (7,108) (11,802) (83) (11,885)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 154,566 $ 10,753 $ (729) $ 25,161 $ (61,149) $ 128,602 $ $ 128,602

Definition of Distributable Earnings

Distributable Earnings, a non-GAAP financial measure, is used to compute the Company’s incentive fees to its external manager and is an appropriate supplemental disclosure for a mortgage REIT. For the Company’s purposes, Distributable Earnings is defined as GAAP net income (loss) excluding non-cash equity compensation expense, the incentive fee due to the Company’s external manager, acquisition costs from successful acquisitions, depreciation and amortization of real estate and associated intangibles and any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income and, to the extent deducted from net income (loss), distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein. The amount is adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash adjustments as determined by the Company’s external manager and approved by a majority of the Company’s independent directors.

Reconciliation of Net Income to Distributable Earnings

For the three months ended September 30, 2021

(Amounts in thousands except per share data)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Total
Net income (loss) attributable to Starwood Property Trust, Inc. $ 154,566 $ 10,753 $ (729) $ 25,161 $ (61,149) $ 128,602
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 4,691 4,691
Non-cash equity compensation expense 1,787 423 54 1,108 6,080 9,452
Management incentive fee 953 953
Acquisition and investment pursuit costs (98) (89) (187)
Depreciation and amortization 252 91 17,950 3,884 22,177
Credit loss provision (reversal), net 19 (582) (563)
Interest income adjustment for securities (171) 3,748 3,577
Extinguishment of debt, net (246) (246)
Other non-cash items 3 (282) 173 (2) (108)
Reversal of GAAP unrealized (gains) / losses on:
Loans (22,464) (9,263) (31,727)
Securities 8,682 (2,870) 5,812
Derivatives (40,473) (150) (1,495) (4,660) 2,406 (44,372)
Foreign currency 26,820 168 16 (1) 27,003
(Earnings) loss from unconsolidated entities (1,666) (399) (153) (2,218)
Sales of properties
Recognition of Distributable realized gains / (losses) on:
Loans 19,010 9,141 28,151
Securities (11,093) 3,642 (7,451)
Derivatives 6,129 (35) 4,183 10,277
Foreign currency (1,171) (13) (16) 1 (1,199)
Earnings (loss) from unconsolidated entities 1,806 399 261 2,466
Sales of properties
Distributable Earnings (Loss) $ 141,938 $ 10,690 $ 20,065 $ 34,355 $ (51,958) $ 155,090
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 0.47 $ 0.04 $ 0.07 $ 0.11 $ (0.17) $ 0.52

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the nine months ended September 30, 2021

(Amounts in thousands)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Subtotal Securitization<br>VIEs Total
Revenues:
Interest income from loans $ 515,776 $ 61,545 $ $ 5,778 $ $ 583,099 $ $ 583,099
Interest income from investment securities 51,618 1,659 71,748 125,025 (92,070) 32,955
Servicing fees 333 44,268 44,601 (14,862) 29,739
Rental income 4,116 197,187 29,666 230,969 230,969
Other revenues 223 228 138 3,032 3,621 3,621
Total revenues 572,066 63,432 197,325 154,492 987,315 (106,932) 880,383
Costs and expenses:
Management fees 901 (793) 91,584 91,692 21 91,713
Interest expense 144,717 27,916 49,697 16,890 89,970 329,190 (632) 328,558
General and administrative 30,922 10,281 2,964 65,182 13,172 122,521 244 122,765
Acquisition and investment pursuit costs 522 249 35 806 806
Costs of rental operations 1,348 76,516 13,128 90,992 90,992
Depreciation and amortization 930 301 53,883 11,878 66,992 66,992
Credit loss (reversal) provision, net (12,957) 594 (12,363) (12,363)
Other expense 31 583 94 708 708
Total costs and expenses 166,414 39,341 183,643 106,414 194,726 690,538 (367) 690,171
Other income (loss):
Change in net assets related to consolidated VIEs 80,303 80,303
Change in fair value of servicing rights 795 795 1,945 2,740
Change in fair value of investment securities, net (20,134) (2,545) (22,679) 23,582 903
Change in fair value of mortgage loans, net 24,079 44,037 68,116 68,116
Earnings from unconsolidated entities 5,415 75 235 5,725 277 6,002
Gain on sale of investments and other assets, net 16,627 27 9,723 26,377 26,377
Gain (loss) on derivative financial instruments, net 59,212 883 4,034 7,544 (5,881) 65,792 65,792
Foreign currency loss, net (35,699) (279) (16) (63) (36,057) (36,057)
Loss on extinguishment of debt (289) (1,264) (141) (22) (481) (2,197) (2,197)
Other (loss) income, net (6,468) 23 29 (6,416) (6,416)
Total other income (loss) 42,743 (535) 3,877 59,733 (6,362) 99,456 106,107 205,563
Income (loss) before income taxes 448,395 23,556 17,559 107,811 (201,088) 396,233 (458) 395,775
Income tax benefit (provision) 886 338 (7,602) (6,378) (6,378)
Net income (loss) 449,281 23,894 17,559 100,209 (201,088) 389,855 (458) 389,397
Net (income) loss attributable to non-controlling interests (10) (14,682) (18,873) (33,565) 458 (33,107)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 449,271 $ 23,894 $ 2,877 $ 81,336 $ (201,088) $ 356,290 $ $ 356,290

Reconciliation of Net Income to Distributable Earnings

For the nine months ended September 30, 2021

(Amounts in thousands except per share data)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Total
Net income (loss) attributable to Starwood Property Trust, Inc. $ 449,271 $ 23,894 $ 2,877 $ 81,336 $ (201,088) $ 356,290
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 14,682 14,682
Non-cash equity compensation expense 5,427 1,163 142 3,179 19,448 29,359
Management incentive fee 19,107 19,107
Acquisition and investment pursuit costs (458) (266) (58) (782)
Depreciation and amortization 750 272 54,080 11,299 66,401
Credit loss (reversal) provision, net (12,957) 594 (12,363)
Interest income adjustment for securities (2,332) 11,405 9,073
Extinguishment of debt, net (739) (739)
Income tax (provision) benefit associated with realized (gains) losses (6,495) 405 (6,090)
Other non-cash items 12 (881) 585 413 129
Reversal of GAAP unrealized (gains) / losses on:
Loans (24,079) (44,037) (68,116)
Securities 20,134 2,545 22,679
Derivatives (64,050) (1,068) (9,342) (9,452) 13,251 (70,661)
Foreign currency 35,699 279 16 63 36,057
(Earnings) loss from unconsolidated entities (5,415) (75) (235) (5,725)
Sales of properties (17,693) (9,723) (27,416)
Recognition of Distributable realized gains / (losses) on:
Loans 44,625 44,436 89,061
Realized credit loss (7,757) (7,757)
Securities (32,042) 2,639 (29,403)
Derivatives 5,533 (104) 5,060 10,489
Foreign currency 10,131 (54) (16) (63) 9,998
Earnings (loss) from unconsolidated entities 9,468 75 2,001 11,544
Sales of properties 8,298 4,975 13,273
Distributable Earnings (Loss) $ 416,070 $ 25,080 $ 61,188 $ 106,360 $ (149,608) $ 459,090
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 1.39 $ 0.08 $ 0.20 $ 0.36 $ (0.50) $ 1.53

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet by Segment

As of September 30, 2021

(Amounts in thousands)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Subtotal Securitization<br>VIEs Total
Assets:
Cash and cash equivalents $ 19,626 $ 16,695 $ 32,162 $ 29,027 $ 175,197 $ 272,707 $ 609 $ 273,316
Restricted cash 60,183 23,628 6,807 19,854 110,472 110,472
Loans held-for-investment, net 11,603,370 1,688,847 781 13,292,998 13,292,998
Loans held-for-sale 1,813,458 84,253 285,808 2,183,519 2,183,519
Investment securities 927,411 33,323 1,128,921 2,089,655 (1,418,768) 670,887
Properties, net 124,691 1,928,853 175,318 2,228,862 2,228,862
Intangible assets 35,958 68,596 104,554 (39,432) 65,122
Investment in unconsolidated entities 45,129 25,170 38,239 108,538 (14,538) 94,000
Goodwill 119,409 140,437 259,846 259,846
Derivative assets 31,835 36 96 78 20,521 52,566 52,566
Accrued interest receivable 101,539 4,372 1,887 447 108,245 (119) 108,126
Other assets 159,296 4,186 77,928 34,054 19,298 294,762 (92) 294,670
VIE assets, at fair value 62,346,480 62,346,480
Total Assets $ 14,886,538 $ 1,999,919 $ 2,081,804 $ 1,923,000 $ 215,463 $ 21,106,724 $ 60,874,140 $ 81,980,864
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities $ 55,572 $ 10,064 $ 48,663 $ 44,405 $ 51,321 $ 210,025 $ 55 $ 210,080
Related-party payable 23,378 23,378 23,378
Dividends payable 139,738 139,738 139,738
Derivative liabilities 14,924 419 272 15,615 15,615
Secured financing agreements, net 7,206,946 905,343 1,873,053 763,555 774,812 11,523,709 (21,657) 11,502,052
Collateralized loan obligations and single asset securitization, net 2,209,270 404,960 2,614,230 2,614,230
Unsecured senior notes, net 1,733,684 1,733,684 1,733,684
VIE liabilities, at fair value 60,894,975 60,894,975
Total Liabilities 9,486,712 1,320,786 1,921,716 808,232 2,722,933 16,260,379 60,873,373 77,133,752
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock 2,961 2,961 2,961
Additional paid-in capital 929,932 636,911 17,137 (377,386) 4,063,671 5,270,265 5,270,265
Treasury stock (138,022) (138,022) (138,022)
Accumulated other comprehensive income 40,486 40,486 40,486
Retained earnings (accumulated deficit) 4,429,290 42,222 (65,568) 1,342,156 (6,436,080) (687,980) (687,980)
Total Starwood Property Trust, Inc. Stockholders’ Equity 5,399,708 679,133 (48,431) 964,770 (2,507,470) 4,487,710 4,487,710
Non-controlling interests in consolidated subsidiaries 118 208,519 149,998 358,635 767 359,402
Total Equity 5,399,826 679,133 160,088 1,114,768 (2,507,470) 4,846,345 767 4,847,112
Total Liabilities and Equity $ 14,886,538 $ 1,999,919 $ 2,081,804 $ 1,923,000 $ 215,463 $ 21,106,724 $ 60,874,140 $ 81,980,864

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