8-K

STARWOOD PROPERTY TRUST, INC. (STWD)

8-K 2024-08-06 For: 2024-08-06
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): August 6, 2024

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 August 6, 2024, Starwood Property Trust, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2024. 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, datedAugust 6, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit<br>Number Description
99.1 Press Release, datedAugust6, 2024

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: August 6, 2024 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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Exhibit 99.1

For Immediate Release

Starwood Property Trust Reports Results for

Quarter Ended June 30, 2024

– Quarterly GAAP Earnings of $0.24 and Distributable Earnings (DE) of $0.48 per Diluted Share –

– Paid Dividend of $0.48 per Share and Declared $0.48 Dividend for each of the next Two Quarters –

– Received Repayments of $0.9 Billion in the Quarter –

– Repriced our $591.0 Million Term Loan B, Reducing Spread by 50 bps to S+275 –

– Received 8th Nareit Gold Investor CARE (Communications & Reporting Excellence) Award –

– LNR’s Commercial Special Servicer Rating of CSS1 (Highest Rating Possible) Reaffirmed by Fitch –

GREENWICH, Conn., August 6, 2024 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) today announced operating results for the fiscal quarter ended June 30, 2024. The Company’s second quarter 2024 GAAP net income was $77.9 million, inclusive of a $42.7 million credit loss provision, and Distributable Earnings (a non-GAAP financial measure) was $157.8 million.

“We strategically diversified Starwood Property Trust into investment cylinders other than commercial lending as we saw risk and reward shift. Today, more than 40% of our assets are outside of our commercial lending book. This diversification, along with our low leverage ratios, have allowed us to outperform in what has been a tough correction for real estate. We think the roughest patch for the property sector globally is behind us, and the U.S. and Europe will be moving into an easing cycle.

We have delivered a consistent dividend and a greater than 10% annualized return since our inception 15 years ago. While some businesses slow, others have accelerated. Our special servicing team now has nearly $10 billion of assignments, up 40% from the beginning of the year. Our conduit had a superb first half of the year and our property book, concentrated in affordable housing, continues to exhibit meaningful and continued rental growth,” commented Barry Sternlicht, Chairman and CEO of Starwood Property Trust.

“In addition to the benefits of diversification, we remain well positioned with over $4.00 per share of embedded gains in our owned property portfolio, $1.2 billion of liquidity and $4.5 billion of unencumbered assets. Our liquidity and access to capital has uniquely allowed us to continue to invest across our businesses in every quarter since inception. This consistency and stability of our diversified portfolio provided our Board the confidence to declare our $0.48 per share quarterly dividend for the remainder of 2024,” added Jeffrey DiModica, President of Starwood Property Trust.

“In the quarter, we were awarded our 8th Nareit gold award in the last ten years. The award is granted to the mortgage REIT that exemplifies excellence in investor reporting and communications, further demonstrating our long-term commitment to our stakeholders,” added Zachary Tanenbaum, Head of Investor Relations.

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, August 6, 2024, 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: 13742860

The playback can be accessed through August 20, 2024.

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 June 30, 2024, the Company has successfully deployed over $98 billion of capital since inception and manages a portfolio of $26 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, 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, 2023, 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 June 30, 2024.

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 June 30, 2024

(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 $ 358,749 $ 64,218 $ $ 4,465 $ $ 427,432 $ $ 427,432
Interest income from investment securities 29,373 130 24,637 54,140 (37,140) 17,000
Servicing fees 124 20,025 20,149 (4,116) 16,033
Rental income 3,987 15,736 5,736 25,459 25,459
Other revenues 1,323 888 235 750 706 3,902 3,902
Total revenues 393,556 65,236 15,971 55,613 706 531,082 (41,256) 489,826
Costs and expenses:
Management fees 192 30,325 30,517 30,517
Interest expense 216,511 37,875 11,652 8,475 70,084 344,597 (208) 344,389
General and administrative 17,745 4,230 1,202 23,691 4,214 51,082 51,082
Costs of rental operations 3,412 5,545 3,113 12,070 12,070
Depreciation and amortization 2,136 15 5,926 1,795 252 10,124 10,124
Credit loss provision (reversal), net 42,995 (286) 42,709 42,709
Other expense 26 35 224 285 285
Total costs and expenses 283,017 41,834 24,360 37,298 104,875 491,384 (208) 491,176
Other income (loss):
Change in net assets related to consolidated VIEs 17,180 17,180
Change in fair value of servicing rights 885 885 10 895
Change in fair value of investment securities, net (274) (23,710) (23,984) 24,351 367
Change in fair value of mortgage loans, net 47,711 16,710 64,421 64,421
Income from affordable housing fund investments 6,446 6,446 6,446
Earnings (loss) from unconsolidated entities 1,671 (58) 550 2,163 (493) 1,670
Gain (loss) on derivative financial instruments, net 9,120 41 267 709 (9,151) 986 986
Foreign currency gain, net 6,858 17 10 6,885 6,885
Loss on extinguishment of debt (60) (1,045) (1,105) (1,105)
Other loss, net (2,515) (277) (2,792) (2,792)
Total other income (loss) 62,571 (60) 5,401 (4,856) (9,151) 53,905 41,048 94,953
Income (loss) before income taxes 173,110 23,342 (2,988) 13,459 (113,320) 93,603 93,603
Income tax (provision) benefit (10,787) 130 (5,221) (15,878) (15,878)
Net income (loss) 162,323 23,472 (2,988) 8,238 (113,320) 77,725 77,725
Net (income) loss attributable to non-controlling interests (4) (5,637) 5,806 165 165
Net income (loss) attributable to Starwood Property Trust, Inc. $ 162,319 $ 23,472 $ (8,625) $ 14,044 $ (113,320) $ 77,890 $ $ 77,890

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 for 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 June 30, 2024 for additional information regarding Distributable Earnings.

Reconciliation of Net Income to Distributable Earnings

For the three months ended June 30, 2024

(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. $ 162,319 $ 23,472 $ (8,625) $ 14,044 $ (113,320) $ 77,890
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 4,660 4,660
Non-controlling interests attributable to unrealized gains/losses (2,285) (9,470) (11,755)
Non-cash equity compensation expense 2,538 508 99 1,576 5,947 10,668
Management incentive fee 3,510 3,510
Depreciation and amortization 2,285 5 6,012 1,888 10,190
Interest income adjustment for securities 5,367 7,256 12,623
Consolidated income tax provision (benefit) associated with fair value adjustments 10,787 (130) 5,221 15,878
Other non-cash items 4 278 (390) (9) (117)
Reversal of GAAP unrealized and realized (gains) / losses on:
Loans (47,711) (16,710) (64,421)
Credit loss provision (reversal), net 42,995 (286) 42,709
Securities 274 23,710 23,984
Woodstar Fund investments (6,446) (6,446)
Derivatives (9,120) (41) (267) (709) 9,151 (986)
Foreign currency (6,858) (17) (10) (6,885)
(Earnings) loss from unconsolidated entities (1,671) 58 (550) (2,163)
Recognition of Distributable realized gains / (losses) on:
Loans (1,003) 15,778 14,775
Securities (298) (5,913) (6,211)
Woodstar Fund investments 17,593 17,593
Derivatives 30,351 89 3,006 1,020 (11,176) 23,290
Foreign currency (3,074) 3 10 (3,061)
Earnings (loss) from unconsolidated entities 1,670 (13) 370 2,027
Distributable Earnings (Loss) $ 188,855 $ 23,648 $ 14,025 $ 37,121 $ (105,897) $ 157,752
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 0.58 $ 0.07 $ 0.04 $ 0.11 $ (0.32) $ 0.48

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the six months ended June 30, 2024

(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 $ 753,221 $ 130,616 $ $ 7,087 $ $ 890,924 $ $ 890,924
Interest income from investment securities 60,778 268 45,781 106,827 (71,621) 35,206
Servicing fees 252 33,064 33,316 (7,594) 25,722
Rental income 7,552 36,511 10,243 54,306 54,306
Other revenues 2,306 1,280 362 1,498 1,310 6,756 6,756
Total revenues 824,109 132,164 36,873 97,673 1,310 1,092,129 (79,215) 1,012,914
Costs and expenses:
Management fees 384 76,147 76,531 76,531
Interest expense 452,660 76,848 24,950 16,792 129,513 700,763 (418) 700,345
General and administrative 34,573 10,185 2,465 47,158 7,364 101,745 101,745
Costs of rental operations 5,437 11,252 5,725 22,414 22,414
Depreciation and amortization 4,085 29 11,781 3,544 503 19,942 19,942
Credit loss provision, net 77,972 576 78,548 78,548
Other expense 756 35 168 959 959
Total costs and expenses 575,867 87,638 50,483 73,387 213,527 1,000,902 (418) 1,000,484
Other income (loss):
Change in net assets related to consolidated VIEs 27,266 27,266
Change in fair value of servicing rights (2,496) (2,496) 3,619 1,123
Change in fair value of investment securities, net (7,265) (40,168) (47,433) 48,715 1,282
Change in fair value of mortgage loans, net 7,034 28,374 35,408 35,408
Income from affordable housing fund investments 15,894 15,894 15,894
Earnings (loss) from unconsolidated entities 9,016 269 863 10,148 (803) 9,345
(Loss) gain on sale of investments and other assets, net (41) 92,003 91,962 91,962
Gain (loss) on derivative financial instruments, net 120,072 163 1,988 3,721 (23,019) 102,925 102,925
Foreign currency (loss) gain, net (34,960) (67) 42 (34,985) (34,985)
Gain (loss) on extinguishment of debt 315 (620) (2,254) (2,559) (2,559)
Other (loss) income, net (5,191) 40 (277) 6 (5,422) (5,422)
Total other income (loss) 88,980 (215) 107,396 (9,700) (23,019) 163,442 78,797 242,239
Income (loss) before income taxes 337,222 44,311 93,786 14,586 (235,236) 254,669 254,669
Income tax (provision) benefit (11,508) 258 (5,834) (17,084) (17,084)
Net income (loss) 325,714 44,569 93,786 8,752 (235,236) 237,585 237,585
Net (income) loss attributable to non-controlling interests (7) (11,862) 6,506 (5,363) (5,363)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 325,707 $ 44,569 $ 81,924 $ 15,258 $ (235,236) $ 232,222 $ $ 232,222

Reconciliation of Net Income to Distributable Earnings

For the six months ended June 30, 2024

(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. $ 325,707 $ 44,569 $ 81,924 $ 15,258 $ (235,236) $ 232,222
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 9,319 9,319
Non-controlling interests attributable to unrealized gains/losses (3,963) (11,523) (15,486)
Non-cash equity compensation expense 4,738 964 185 3,173 11,654 20,714
Management incentive fee 22,593 22,593
Depreciation and amortization 4,384 10 11,951 3,731 20,076
Interest income adjustment for securities 10,948 17,261 28,209
Consolidated income tax provision (benefit} associated with fair value adjustments 11,508 (258) 5,834 17,084
Other non-cash items 7 552 (352) 207
Reversal of GAAP unrealized and realized (gains) / losses on:
Loans (7,034) (28,374) (35,408)
Credit loss provision, net 77,972 576 78,548
Securities 7,265 40,168 47,433
Woodstar Fund investments (15,894) (15,894)
Derivatives (120,072) (163) (1,988) (3,721) 23,019 (102,925)
Foreign currency 34,960 67 (42) 34,985
Earnings from unconsolidated entities (9,016) (269) (863) (10,148)
Sales of properties (92,003) (92,003)
Recognition of Distributable realized gains / (losses) on:
Loans (3,398) 27,420 24,022
Realized credit loss (1,546) (1,546)
Securities (9,292) (37,895) (47,187)
Woodstar Fund investments 35,203 35,203
Derivatives 71,085 184 8,823 5,373 (20,325) 65,140
Foreign currency (8,675) (12) 42 (8,645)
Earnings (loss) from unconsolidated entities 2,994 (29) 683 3,648
Sales of properties 39,150 39,150
Distributable Earnings (Loss) $ 394,081 $ 44,093 $ 73,259 $ 36,173 $ (198,295) $ 349,311
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 1.21 $ 0.14 $ 0.22 $ 0.11 $ (0.61) $ 1.07

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet by Segment

As of June 30, 2024

(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 $ 8,935 $ 134,806 $ 28,757 $ 8,919 $ 77,850 $ 259,267 $ $ 259,267
Restricted cash 51,957 51,855 1,049 4,634 66,940 176,435 176,435
Loans held-for-investment, net 13,923,013 2,371,596 16,294,609 16,294,609
Loans held-for-sale 2,503,967 316,059 2,820,026 2,820,026
Investment securities 1,046,972 17,886 1,104,981 2,169,839 (1,504,125) 665,714
Properties, net 476,004 662,726 67,941 1,206,671 1,206,671
Investments of consolidated affordable housing fund 2,004,983 2,004,983 2,004,983
Investments in unconsolidated entities 25,917 52,960 33,360 112,237 (14,813) 97,424
Goodwill 119,409 140,437 259,846 259,846
Intangible assets 12,043 23,589 60,878 96,510 (34,246) 62,264
Derivative assets 65,522 2,677 2,331 70,530 70,530
Accrued interest receivable 174,982 14,834 286 1,644 5,368 197,114 197,114
Other assets 156,597 16,571 51,189 16,160 68,610 309,127 309,127
VIE assets, at fair value 39,665,392 39,665,392
Total Assets $ 18,445,909 $ 2,779,917 $ 2,775,256 $ 1,757,344 $ 218,768 $ 25,977,194 $ 38,112,208 $ 64,089,402
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities $ 160,221 $ 39,912 $ 10,643 $ 35,395 $ 98,411 $ 344,582 $ $ 344,582
Related-party payable 27,849 27,849 27,849
Dividends payable 153,422 153,422 153,422
Derivative liabilities 29,358 46,773 76,131 76,131
Secured financing agreements, net 8,861,573 809,128 478,548 640,878 1,333,278 12,123,405 (20,546) 12,102,859
Collateralized loan obligations and single asset securitization, net 2,379,206 1,144,515 3,523,721 3,523,721
Unsecured senior notes, net 2,754,370 2,754,370 2,754,370
VIE liabilities, at fair value 38,132,695 38,132,695
Total Liabilities 11,430,358 1,993,555 489,191 676,273 4,414,103 19,003,480 38,112,149 57,115,629
Temporary Equity: Redeemable non-controlling interests 414,095 414,095 414,095
Permanent Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock 3,241 3,241 3,241
Additional paid-in capital 1,160,903 569,115 (391,738) (624,371) 5,192,744 5,906,653 5,906,653
Treasury stock (138,022) (138,022) (138,022)
Retained earnings (accumulated deficit) 5,840,613 217,247 2,056,463 1,571,657 (9,253,298) 432,682 432,682
Accumulated other comprehensive income 13,920 13,920 13,920
Total Starwood Property Trust, Inc. Stockholders’ Equity 7,015,436 786,362 1,664,725 947,286 (4,195,335) 6,218,474 6,218,474
Non-controlling interests in consolidated subsidiaries 115 207,245 133,785 341,145 59 341,204
Total Permanent Equity 7,015,551 786,362 1,871,970 1,081,071 (4,195,335) 6,559,619 59 6,559,678
Total Liabilities and Equity $ 18,445,909 $ 2,779,917 $ 2,775,256 $ 1,757,344 $ 218,768 $ 25,977,194 $ 38,112,208 $ 64,089,402

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