On April 28, 2022, at the Company’s 2022 annual meeting of shareholders, shareholders approved the Starwood Property Trust, Inc. 2022 Manager Equity Plan (the “2022 Manager Equity Plan”), which allows for the issuance of up to 18,700,000 stock options, stock appreciation rights, restricted stock units or other equity-based awards or any combination thereof (determined on a combined basis with the 2022 Equity Plan) to the Manager. The maximum number of such equity awards that may be issued to the Manager shall be reduced by the number of shares of common stock issued and awards granted under the 2022 Equity Plan. The 2022 Manager Equity Plan succeeded and replaced the previous manager equity plan.
The Company granted to the Manager 1,500,000 restricted stock units on November 23, 2022, 1,300,000 restricted stock units on March 4, 2024 and 1,350,000 restricted stock units on March 6, 2025, all under the 2022 Manager Equity Plan. These awards of restricted stock units, once vested, are settled in shares of common stock. The Manager is entitled to receive “distribution equivalents” with respect to these restricted stock units, whether or not vested, at the same time and in the same amounts as distributions are paid to the Company’s holders of common stock.
SEREF and Related Transactions
In December 2012, the Company acquired 9,140,000 ordinary shares for approximately $14.7 million in Starwood European Real Estate Finance Limited, a debt fund that is managed by an affiliate of the Manager and is listed on the London Stock Exchange (“SEREF”), in connection with SEREF’s initial public offering, which equated to an approximate 4% ownership interest in SEREF. During the year ended December 31, 2024, 2,767,038 shares were redeemed by SEREF, for proceeds of $3.7 million, leaving 4,480,649 held as of December 31, 2024. As of December 31, 2024, the Company’s shares represented an approximate 2% ownership interest in SEREF.
The Company co-originates, along with SEREF and/or certain other investment funds affiliated with the Manager, various foreign currency denominated loans to third-party borrowers in which each lender holds a separate portion of the loan. The loans are independently underwritten and legally separate, and the transaction is directly between the Company and the third-party borrower. As a result, the Company does not consider these to be related party transactions.
In February 2019, the Company acquired a $60.0 million participation in a $925.0 million first priority infrastructure term loan. In April 2019 and July 2019, the Company acquired participations of $5.0 million and $16.0 million, respectively, in a $350.0 million upsize to the term loan. The loan was secured by four domestic natural gas power plants. An affiliate of our Manager, Starwood Energy Group (which became Lotus Infrastructure Partners effective January 1, 2023), was the borrower under the term loan. In August 2024, the term loan was repaid in full.
Condominium Construction Loan
In January 2025, the Company co-originated 49% of a $388.4 million first mortgage loan for the construction of a luxury 81 unit condominium project in Miami Beach, Florida. Of the Company's $190.3 million share of the total loan commitment, $51.7 million was funded at closing. The loan has an initial term of four years with a one-year extension option (subject to certain conditions) and bears interest at SOFR (floor of 3.0%) plus 4.25%. An affiliate of our Manager is general partner of, and holds a 90% limited partnership interest in, the borrower. Because of the affiliated interest, the Company lacks certain consent rights under the co-lender agreement.
