8-K

STARWOOD PROPERTY TRUST, INC. (STWD)

8-K 2023-11-08 For: 2023-11-08
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 8, 2023

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 8, 2023, Starwood Property Trust, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023. 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, datedNovember 8, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit<br>Number Description
99.1 Press Release, datedNovember 8, 2023

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 8, 2023 STARWOOD PROPERTY TRUST, INC.
By: /s/ RINA PANIRY
Name: Rina Paniry
Title: Chief Financial Officer, Treasurer, Chief Accounting Officer and Principal Financial Officer

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Document

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Exhibit 99.1

For Immediate Release

Starwood Property Trust Reports Results for

Quarter Ended September 30, 2023

– Quarterly GAAP Earnings of $0.15 and Distributable Earnings (DE) of $0.49 per Diluted Share –

– Undepreciated Book Value Per Share of $21.15 –

– Originated or Acquired $652 Million of Assets in the Quarter and $1.5 Billion Year-To-Date –

– Received Repayments of $1.1 Billion in the Quarter and $2.9 Billion Year-To-Date –

– Repaid $300 Million of Senior Notes at Maturity Subsequent to Quarter End –

– Paid Dividend of $0.48 per Share –

GREENWICH, Conn., November 8, 2023 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) today announced operating results for the fiscal quarter ended September 30, 2023. The Company’s third quarter 2023 GAAP net income was $47.4 million, and Distributable Earnings (a non-GAAP financial measure) was $158.4 million.

“With the U.S. regional and money center banks having dramatically reduced their real estate lending activities, the lending markets today present tremendous return opportunities. In contrast to many of our public peers, we have actually been deploying capital, with $2.7 billion of new investments over the last twelve months. We have been extremely selective in doing so until both the level of interest rates and the trajectory of the economy become more transparent. Nonetheless, we are positioned to perform. Our significant current liquidity, our lower leveraged balance sheet, and our diversified business model, position STWD to immediately capitalize on these credit conditions as the windshield clears. With the opportunity set before us, and what we feel will be a more permanent lack of capital from traditional lending sources, STWD is positioned to become one of the leading private credit alternative firms for real estate and infrastructure lending in the world,” commented Barry Sternlicht, Chairman and CEO of Starwood Property Trust.

“We again demonstrated our access to capital in the most difficult markets, raising $381 million of convertible notes. With near record levels of liquidity and access to significant additional capital sources, we are very well positioned for this environment,” 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 Wednesday, November 8, 2023, 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: 13739159

The playback can be accessed through November 22, 2023.

About Starwood Property Trust, Inc.

Starwood Property Trust (NYSE: STWD), an affiliate of global private investment firm Starwood Capital Group, is a leading diversified finance company with a core focus on the real estate and infrastructure sectors. As of September 30, 2023, the Company has successfully deployed over $95 billion of capital since inception and manages a portfolio of over $27 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, completion of pending investments and financings, continued ability to acquire additional investments, competition within the finance and real estate industries, availability of financing, the severity and duration of economic disruption caused by the COVID-19 global pandemic (including the variants and resurgences) and other risks detailed under the heading “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as well as other risks and uncertainties set forth from time to time in the Company’s reports filed with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

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, 2023

(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 $ 397,045 $ 58,628 $ $ 1,626 $ $ 457,299 $ $ 457,299
Interest income from investment securities 36,178 155 25,133 61,466 (41,333) 20,133
Servicing fees 147 11,228 11,375 (2,745) 8,630
Rental income 2,470 23,567 7,054 33,091 33,091
Other revenues 822 469 193 407 503 2,394 2,394
Total revenues 436,662 59,252 23,760 45,448 503 565,625 (44,078) 521,547
Costs and expenses:
Management fees 199 26,944 27,143 27,143
Interest expense 247,727 34,887 14,161 8,448 63,346 368,569 (212) 368,357
General and administrative 15,659 3,822 1,021 21,365 4,824 46,691 46,691
Acquisition and investment pursuit costs 207 4 211 211
Costs of rental operations 2,475 6,039 3,263 11,777 11,777
Depreciation and amortization 1,912 27 7,930 2,402 12,271 12,271
Credit loss provision, net 51,487 1,147 52,634 52,634
Other expense 516 516 516
Total costs and expenses 320,182 39,887 29,151 35,478 95,114 519,812 (212) 519,600
Other income (loss):
Change in net assets related to consolidated VIEs 43,763 43,763
Change in fair value of servicing rights (983) (983) 915 (68)
Change in fair value of investment securities, net 21,456 (20,753) 703 (420) 283
Change in fair value of mortgage loans, net (68,450) 1,644 (66,806) (66,806)
Income from affordable housing fund investments 16,908 16,908 16,908
Earnings (loss) from unconsolidated entities 1,142 (2,459) 400 (917) (392) (1,309)
(Loss) gain on sale of investments and other assets, net (52) 10,668 10,616 10,616
Gain (loss) on derivative financial instruments, net 99,735 98 557 4,116 (9,623) 94,883 94,883
Foreign currency (loss) gain, net (56,309) (382) 45 (56,646) (56,646)
Loss on extinguishment of debt (757) (315) (1,072) (1,072)
Other (loss) income, net (2,527) (6) 12 (2,521) (2,521)
Total other income (loss) (5,762) (2,749) 17,510 (5,211) (9,623) (5,835) 43,866 38,031
Income (loss) before income taxes 110,718 16,616 12,119 4,759 (104,234) 39,978 39,978
Income tax benefit 9,823 243 1,333 11,399 11,399
Net income (loss) 120,541 16,859 12,119 6,092 (104,234) 51,377 51,377
Net income attributable to non-controlling interests (3) (7,812) 3,873 (3,942) (3,942)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 120,538 $ 16,859 $ 4,307 $ 9,965 $ (104,234) $ 47,435 $ $ 47,435

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, any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period 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. Refer to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 for additional information regarding Distributable Earnings.

Reconciliation of Net Income to Distributable Earnings

For the three months ended September 30, 2023

(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. $ 120,538 $ 16,859 $ 4,307 $ 9,965 $ (104,234) $ 47,435
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 4,691 4,691
Non-controlling interests attributable to unrealized gains/losses (109) (7,312) (7,421)
Non-cash equity compensation expense 2,209 387 79 1,601 6,345 10,621
Acquisition and investment pursuit costs (82) (66) (148)
Depreciation and amortization 2,099 17 8,001 2,519 12,636
Interest income adjustment for securities 5,504 7,229 12,733
Consolidated income tax benefit associated with fair value adjustments (9,823) (243) (1,333) (11,399)
Other non-cash items 4 370 74 448
Reversal of GAAP unrealized and realized (gains) / losses on:
Loans 68,450 (1,644) 66,806
Credit loss provision, net 51,487 1,147 52,634
Securities (21,456) 20,753 (703)
Woodstar Fund investments (16,908) (16,908)
Derivatives (99,735) (98) (557) (4,116) 9,623 (94,883)
Foreign currency 56,309 382 (45) 56,646
(Earnings) loss from unconsolidated entities (1,142) 2,459 (400) 917
Sales of properties (10,668) (10,668)
Recognition of Distributable realized gains / (losses) on:
Loans (1,190) 2,764 1,574
Realized credit loss (11,106) (11,106)
Securities 41 (11,571) (11,530)
Woodstar Fund investments 16,736 16,736
Derivatives 35,488 105 6,558 1,615 (8,912) 34,854
Foreign currency (2,542) (24) 44 (2,522)
Earnings (loss) from unconsolidated entities 1,142 (865) 315 592
Sales of properties 6,321 6,321
Distributable Earnings (Loss) $ 207,383 $ 9,020 $ 23,085 $ 16,046 $ (97,178) $ 158,356
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 0.64 $ 0.03 $ 0.07 $ 0.05 $ (0.30) $ 0.49

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the nine months ended September 30, 2023

(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 $ 1,166,758 $ 172,969 $ $ 4,329 $ $ 1,344,056 $ $ 1,344,056
Interest income from investment securities 102,462 1,658 69,521 173,641 (115,952) 57,689
Servicing fees 441 30,472 30,913 (8,685) 22,228
Rental income 6,410 70,587 20,690 97,687 97,687
Other revenues 2,007 995 494 1,302 1,172 5,970 5,970
Total revenues 1,278,078 175,622 71,081 126,314 1,172 1,652,267 (124,637) 1,527,630
Costs and expenses:
Management fees 629 97,032 97,661 97,661
Interest expense 724,452 103,188 40,229 24,752 175,002 1,067,623 (633) 1,066,990
General and administrative 42,117 11,520 2,966 62,052 13,300 131,955 131,955
Acquisition and investment pursuit costs 665 17 (57) 625 625
Costs of rental operations 7,505 17,034 10,371 34,910 34,910
Depreciation and amortization 5,262 84 24,061 7,603 37,010 37,010
Credit loss provision, net 200,439 17,314 217,753 217,753
Other expense 1,451 23 16 1,490 1,490
Total costs and expenses 982,520 132,123 84,313 104,737 285,334 1,589,027 (633) 1,588,394
Other income (loss):
Change in net assets related to consolidated VIEs 139,024 139,024
Change in fair value of servicing rights (2,684) (2,684) 3,082 398
Change in fair value of investment securities, net 62,766 (46,213) 16,553 (16,200) 353
Change in fair value of mortgage loans, net (125,390) 14,143 (111,247) (111,247)
Income from affordable housing fund investments 253,696 253,696 253,696
Earnings (loss) from unconsolidated entities 3,563 1,324 8,393 13,280 (1,902) 11,378
(Loss) gain on sale of investments and other assets, net (140) 15,626 15,486 15,486
Gain (loss) on derivative financial instruments, net 132,686 244 4,448 4,469 (23,416) 118,431 118,431
Foreign currency (loss) gain, net (18,118) (225) 50 (18,293) (18,293)
Loss on extinguishment of debt (1,822) (434) (2,256) (2,256)
Other (loss) income, net (31,693) (5) 12 (31,686) (31,686)
Total other income (loss) 21,852 1,343 258,189 (6,688) (23,416) 251,280 124,004 375,284
Income (loss) before income taxes 317,410 44,842 244,957 14,889 (307,578) 314,520 314,520
Income tax benefit 15,981 581 2,435 18,997 18,997
Net income (loss) 333,391 45,423 244,957 17,324 (307,578) 333,517 333,517
Net income attributable to non-controlling interests (10) (65,149) (106) (65,265) (65,265)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 333,381 $ 45,423 $ 179,808 $ 17,218 $ (307,578) $ 268,252 $ $ 268,252

Reconciliation of Net Income to Distributable Earnings

For the nine months ended September 30, 2023

(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. $ 333,381 $ 45,423 $ 179,808 $ 17,218 $ (307,578) $ 268,252
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 14,073 14,073
Non-controlling interests attributable to unrealized gains/losses 42,691 (11,339) 31,352
Non-cash equity compensation expense 6,518 1,082 231 4,771 18,453 31,055
Management incentive fee 16,179 16,179
Acquisition and investment pursuit costs (81) (246) (294) (621)
Depreciation and amortization 5,696 55 24,278 7,965 37,994
Interest income adjustment for securities 16,661 20,243 36,904
Extinguishment of debt, net (246) (246)
Consolidated income tax benefit associated with fair value adjustments (15,981) (581) (2,435) (18,997)
Other non-cash items 10 1,117 222 1,349
Reversal of GAAP unrealized and realized (gains) / losses on:
Loans 125,390 (14,143) 111,247
Credit loss provision, net 200,439 17,314 217,753
Securities (62,766) 46,213 (16,553)
Woodstar Fund investments (253,696) (253,696)
Derivatives (132,686) (244) (4,448) (4,469) 23,416 (118,431)
Foreign currency 18,118 225 (50) 18,293
Earnings from unconsolidated entities (3,563) (1,324) (8,393) (13,280)
Sales of properties (15,626) (15,626)
Unrealized impairment of properties 23,833 23,833
Recognition of Distributable realized gains / (losses) on:
Loans (3,531) 15,049 11,518
Realized credit loss (14,662) (11,106) (25,768)
Securities 51 (19,043) (18,992)
Woodstar Fund investments 45,398 45,398
Derivatives 85,797 295 16,232 1,804 (23,437) 80,691
Foreign currency (5,166) (40) 49 (5,157)
Earnings (loss) from unconsolidated entities 3,563 (2,001) 6,593 8,155
Sales of properties 6,444 6,444
Distributable Earnings (Loss) $ 581,021 $ 49,098 $ 65,437 $ 50,780 $ (273,213) $ 473,123
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 1.80 $ 0.15 $ 0.20 $ 0.16 $ (0.84) $ 1.47

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet by Segment

As of September 30, 2023

(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 $ 7,078 $ 35,247 $ 37,281 $ 9,840 $ 105,873 $ 195,319 $ $ 195,319
Restricted cash 29,474 22,178 997 4,746 178,556 235,951 235,951
Loans held-for-investment, net 14,950,568 2,274,318 9,319 17,234,205 17,234,205
Loans held-for-sale 2,499,681 102,584 2,602,265 2,602,265
Investment securities 1,237,362 19,582 1,106,436 2,363,380 (1,641,787) 721,593
Properties, net 469,343 851,713 84,735 1,405,791 1,405,791
Investments of consolidated affordable housing fund 1,979,184 1,979,184 1,979,184
Investments in unconsolidated entities 25,207 48,224 33,050 106,481 (14,557) 91,924
Goodwill 119,409 140,437 259,846 259,846
Intangible assets 14,153 26,375 61,435 101,963 (35,974) 65,989
Derivative assets 123,662 134 2,640 6,580 133,016 133,016
Accrued interest receivable 160,815 9,574 1,298 1,770 88 173,545 (285) 173,260
Other assets 394,099 6,306 51,914 19,533 54,590 526,442 526,442
VIE assets, at fair value 44,668,904 44,668,904
Total Assets $ 19,911,442 $ 2,534,972 $ 2,951,402 $ 1,580,465 $ 339,107 $ 27,317,388 $ 42,976,301 $ 70,293,689
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities $ 266,031 $ 21,885 $ 12,724 $ 35,998 $ 71,077 $ 407,715 $ $ 407,715
Related-party payable 24,282 24,282 24,282
Dividends payable 152,737 152,737 152,737
Derivative liabilities 15,901 69,756 85,657 85,657
Secured financing agreements, net 9,974,212 935,043 791,461 539,820 1,338,203 13,578,739 (20,858) 13,557,881
Collateralized loan obligations and single asset securitization, net 2,702,506 815,768 3,518,274 3,518,274
Unsecured senior notes, net 2,456,583 2,456,583 2,456,583
VIE liabilities, at fair value 42,997,104 42,997,104
Total Liabilities 12,958,650 1,772,696 804,185 575,818 4,112,638 20,223,987 42,976,246 63,200,233
Temporary Equity: Redeemable non-controlling interests 409,659 409,659 409,659
Permanent Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock 3,205 3,205 3,205
Additional paid-in capital 1,522,081 616,063 (428,536) (680,659) 4,827,013 5,855,962 5,855,962
Treasury stock (138,022) (138,022) (138,022)
Retained earnings (accumulated deficit) 5,416,479 146,213 1,957,453 1,531,338 (8,465,727) 585,756 585,756
Accumulated other comprehensive income 14,114 14,114 14,114
Total Starwood Property Trust, Inc. Stockholders’ Equity 6,952,674 762,276 1,528,917 850,679 (3,773,531) 6,321,015 6,321,015
Non-controlling interests in consolidated subsidiaries 118 208,641 153,968 362,727 55 362,782
Total Permanent Equity 6,952,792 762,276 1,737,558 1,004,647 (3,773,531) 6,683,742 55 6,683,797
Total Liabilities and Equity $ 19,911,442 $ 2,534,972 $ 2,951,402 $ 1,580,465 $ 339,107 $ 27,317,388 $ 42,976,301 $ 70,293,689

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